ATLANTA, GA--(Marketwire - Aug 7, 2012) - AdCare Health Systems, Inc. (NYSE MKT: ADK), a leading long-term care provider, reported results for the second quarter ended June 30, 2012.
Q2 2012 Financial Highlights
- Record revenues of $55.0 million, up 10% sequentially and up 60% from Q2 2011.
- Same-facility revenues of $37.0 million, up 1% sequentially and up 9% vs. Q2 2011.
- Income from operations was a record $4.0 million, up 58% sequentially and up 398% from Q2 2011.
- Adjusted EBITDAR from continuing operations was a record $8.0 million, up 28% sequentially and 89% vs. Q2 2011.
- Net income of $0.7 million or $0.05 per share vs. previous and year-ago quarterly loss.
- Acquisitions completed during the quarter added more than $19 million in estimated annualized revenue run-rate.
Q2 2012 Summary of Financial Results
Revenues in the second quarter of 2012 increased 60% to a record $55.0 million from $34.4 million in the same year-ago quarter. The increase in revenue was primarily due to acquisitions completed since April 1, 2011 as part of AdCare's M&A program. The company's skilled nursing facilities existing prior to April 1, 2011 also contributed to the improvement in revenue, cost savings measures and Medicaid rate improvement. A more detailed discussion and analysis of the company's performance will be available in AdCare's Form 10-Q for the quarter ended June 30, 2012 as filed with the Securities and Exchange Commission.
Income from operations in the second quarter of 2012 was a record $4.0 million, increasing 398% from $0.8 million in the second quarter of 2011. The increase in income from operations was primarily due to acquisitions, as well as revenue optimization and expense controls with newly acquired facilities and same-facilities. The company's cost of services as a percentage of patient care revenues decreased to 77.3% in the second quarter of 2012, as compared to 80.0% for the same year-ago quarter.
For earnings attributable to AdCare and its shareholders, net income in the second quarter of 2012 totaled $0.7 million or $0.05 per basic and diluted share, as compared to a net loss of $4.4 million or $(0.50) per basic and diluted share in the same year-ago quarter.
Adjusted EBITDAR from continuing operations in the second quarter of 2012 totaled a record $8.0 million, up 89% from adjusted EBITDAR from continuing operations of $4.2 million in the second quarter of 2011 (see "Use of Non-GAAP Financial Information," below, for the definition of adjusted EBITDAR, a non-GAAP financial metric, as well as an important discussion about the use this metric and its reconciliation to GAAP net income.)
Combined cash, current restricted cash and cash equivalents at June 30, 2012 totaled $13.0 million, as compared to $9.2 million at December 31, 2011.
Q2 2012 Operational Highlights
- Completed the acquisition of three skilled nursing facilities in Arkansas, with an aggregate of 434 beds in service. Two of the facilities have an estimated $15.9 million in gross annualized revenues based upon their most recent financial statements, with the third facility having the capacity to produce $20 million in gross annual revenues primarily as the result of renovations completed during the quarter.
- Completed acquisition of a skilled nursing facility in Arkansas, which has 77 beds in service and an estimated $3.3 million in gross annualized revenues (according to its most recent financial statements).
- Signed purchase agreements for two skilled nursing facilities in Oklahoma, with an aggregate of 239 beds in service and an estimated $10.3 million in gross annualized revenues (based upon their most recent financial statements). Subsequent to the end of the quarter, AdCare completed the acquisition of one of the facilities, with the other expected to be completed in Q3 2012.
- Signed a purchase agreement for a skilled nursing facility in Glennville, Georgia, which has 134 beds in service and an estimated $6.4 million in gross annualized revenues (based upon its most recent financial statements). Subsequent to the end of the quarter, AdCare completed the acquisition.
Total Facility Count
At the end of the second quarter, the company operated 48 facilities comprised of 38 skilled nursing centers, nine assisted living residences and one independent living/senior housing facility, with a total of 4,427 beds/units in service. Of these 48 facilities, 26 are owned, 12 are leased, six are consolidated variable interest entities, and four are managed for third parties. The facilities are located in Alabama, Arkansas, Georgia, Missouri, North Carolina, Ohio and Oklahoma. Subsequent to the end of the second quarter, the company completed the acquisition of two additional facilities, bringing the total number it currently operates to 50.
Management Commentary
"Our second quarter results reflect the successful execution of our ongoing acquisition and integration program, resulting in record revenue and operating profit that has exceeded all expectations," said AdCare's president and chief executive officer, Boyd P. Gentry. "Moreover, these results demonstrate our proven ability to grow revenues organically through facility optimization, as evidenced especially in the improved performance of facilities we have held for more than 12 months."
"This optimization process begins with acquiring underperforming skilled nursing properties, then assisting the local facility leadership in improving the level of care, increasing post-acute census and realigning their payment rate," continued Gentry. "This optimization strategy increased our second quarter 'same-facility' revenues by 9% over the year-ago quarter. Our improving Q2 operating results also reflected the further adoption of a number of cost containment measures across all of our facilities. Altogether, these results demonstrate that our model is more than sustainable, and we expect further margin improvement to continue throughout the year."
Chris Brogdon, AdCare's chief acquisition officer, commented: "AdCare has put under contract 47 facilities since we began our M&A campaign in the summer of 2010 and 15 since the beginning of 2012. During the quarter, our M&A program expanded operations into the Southeast and Southern region of the U.S., established four additional facilities in Arkansas, and put two additional facilities under contract in Oklahoma and one in Georgia. We continue to expect our new facilities and these pending acquisitions to leverage our infrastructure, thereby improving our overall EBITDA margin."
"We will continue pursuing an aggressive M&A program throughout the second half of 2012," added Brogdon. "In fact, we are currently evaluating several attractive opportunities in the Southern region of the U.S."
Combining the company's current annualized run-rate with transactions in the process of closing, AdCare's estimated annualized revenue run-rate is expected to exceed $250 million. This would represent an increase of more than 65% over the company's revenues in 2011, and an increase of more than nine times revenues since initiating its M&A campaign. AdCare's expected annualized revenue run-rate does not include the potential revenues of the $20 million from the newly renovated sub-acute care facility in Arkansas.
Conference Call and Webcast
AdCare will hold a conference call to discuss its second quarter 2012 financial results tomorrow, Wednesday, August 8, 2012 at 8:30 a.m. Eastern time. Management will host the presentation, followed by a question and answer period.
Date: Wednesday, August 8, 2012
Time: 8:30 a.m. Eastern time (5:30 a.m. Pacific time)
Dial-In Number: 1-877-941-8416
International: 1-480-629-9808
Conference ID#: 4552854
The conference call will be webcast simultaneously here and available for replay via the investor section of the company's website at www.adcarehealth.com.
Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Liolios Group at 949-574-3860.
A replay of the call will be available after 11:30 a.m. Eastern time on the same day and until September 8, 2012.
Toll-free replay number: 1-877-870-5176
International replay number: 1-858-384-5517
Replay pin number: 4552854
Summary of Closed and Pending Transactions Since Start of M&A Program
ALF = Assisted Living Facility SNF = Skilled Nursing Facility ARR= Annualize Revenue Run-rate1
| |
|
|
|
|
|
|
|
| Facility Type |
Count |
Beds/
Units |
Location |
Trans-
action
Type |
ARR 1 |
Finance Terms |
Completion
Status |
| ALF |
3 |
72
beds |
Ohio |
Purchase (Remaining
50%) |
$3.2M |
Cash |
Closed 3-31-10 |
| ALF |
1 |
104
Units |
Hoover, AL |
Consol.
Variable
Interest
Entity
(CVIE) |
$1.4M |
1-yr
purchase
option,
expiring
June 2013 |
Signed
option to
purchase.
Currently
a CVIE
(Since 7/1/10) |
| SNF |
5 |
600 beds |
Georgia |
Lease |
$38.8M |
10-yr
lease |
Closed 7-30-10 |
| SNF |
3 |
269 beds |
Georgia |
Lease |
$18.4M |
10-yr
lease
(combined
with the
above) |
Closed 9-2-10 |
| SNF |
2 |
304 beds |
Alabama |
Purchase |
$19.5M |
Long-term
fixed rate
loan, USDA-
backed |
Closed 10-1-10 |
| SNF |
2 |
299 beds |
Atlanta, GA |
Lease |
$20.8M |
12-yr
lease
with renewal
option |
Closed 11-2-10 |
| SNF |
1 |
106 beds |
Sylva, NC |
Purchase |
$8.0M |
Long-term
fixed rate
loan
(USDA-
backed) |
Closed 12-31-10 |
| SNF |
3 |
329 beds |
Atlanta & Dublin, GA |
Purchase |
$18.0M | Long-term
fixed rate
loan (USDA,
SBA-
backed
and bank
loans) |
Closed two 5-1-2011; Closed third on 6-1-2011 |
| SNF |
5 |
314 beds |
Oklahoma |
CVIE |
$12.7M |
Long-term
loan
(SBA-
backed) |
Currently a CVIE (since 8-1-11) |
| SNF |
5 |
482 beds |
Arkansas & Missouri |
Purchase
(four) and
Lease (one) |
$27.5M |
Long-term
fixed rate
loan (USDA-
backed
and bank
loans),
one 36
month
lease |
Closed purchases 9-8-11; closed lease 11-1-11 |
| ALF & SNF |
2 |
128 beds |
Mountain View, AR |
Purchase |
$5.4M |
Long-term
loan
(USDA-
backed
bank loan) |
Closed 12-2-11 |
| ALF & SNF |
2 |
179 beds |
Springfield, OH |
Purchase |
$12.0M |
30-year,
fixed-rated,
tax-
exempt
bond
issuance,
and bank loan |
Closed 12-30-11 |
| SNF |
3 |
434 beds |
Arkansas |
Purchase |
$15.9M |
Bank loan |
Closed 3-30-12 |
| SNF |
1 |
77 beds |
Arkansas |
Purchase |
$3.3M |
Bank loan |
Closed 4-30-12 |
| SNF |
1 |
134 beds |
Glennville,
GA |
Purchase |
$6.4M |
Long-term bank loan (USDA-backed) |
Closed 7-2-12 |
| SNF |
1 |
109 beds |
Oklahoma City, OK |
Purchase | $4.1M |
Long-term bank loan (SBA-backed) |
Closed 7-3-12 |
| SNF (Pending) |
1 |
121 beds |
Tulsa, OK |
Purchase |
$6.2M |
Bank loan |
Closing Expected Q3-12 |
| SNF (Pending) |
1 |
96 beds |
Sumter, SC |
Purchase |
$6.7M |
SBA regular bank loan |
Closing Expected Q3-12 |
| SNF (Pending) |
5 |
456
beds |
Oklahoma |
Purchase |
$13.2M |
Long-term bank loan (SBA-backed) |
Closing Expected Q3/Q4 2012 |
| Total Closed |
40 |
3,940 |
|
|
$215.4M |
|
|
| Total Pending |
7 |
673 |
|
|
$26.1M |
|
|
| Grand Total |
47 |
4,613 |
|
|
$241.5M |
|
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
1 Annualized Revenue Run-rate (ARR) is estimated based on the most recent financial statement provided at the time of signing the purchase or lease agreement. ARR for facilities held at least 12 months is based on most recent quarter. Actual results may vary considerably.
About AdCare Health Systems
AdCare Health Systems, Inc. (NYSE MKT: ADK) is a recognized innovator in senior living and health care facility management. AdCare owns and manages long-term care facilities and retirement communities, and since the company's inception in 1988, its mission has been to provide the highest quality of healthcare services to the elderly, including a broad range of skilled nursing and sub-acute care services. For more information about AdCare, visit www.adcarehealth.com.
Important Cautions Regarding Forward-Looking Statements
Statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of federal law. Such statements can be identified by the use of forward-looking terminology, such as "believes," "expects," "plans," "intends," "anticipates" and variations of such words or similar expressions, but their absence does not mean that the statement is not forward-looking. Statements in this announcement that are forward-looking include, but are not limited to, statements made by Mr. Gentry that the company expects better results, and statements by Mr. Brogdon that the company continues to expect its new facilities and those pending acquisitions to improve the company's overall EBITDAR margin, as well as other statements regarding the signing and closing of expected acquisitions, and the company's expected annualized run-rate. Such forward-looking statements reflect management's beliefs and assumptions and are based upon information currently available to management and involve known and unknown risks, results, performance or achievements of AdCare, which may differ materially from those expressed or implied in such statements. Such factors are identified in the public filings made by AdCare with the Securities and Exchange Commission and include, among others, AdCare's ability to secure lines of credit and/or an acquisition credit facility, find suitable acquisition properties at favorable terms, changes in the health care industry because of political and economic influences, changes in regulations governing the health care industry, changes in reimbursement levels including those under the Medicare and Medicaid programs and changes in the competitive marketplace. There can be no assurance that such factors or other factors will not affect the accuracy of such forward-looking statements. Except where required by law, AdCare undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.
In addition, each facility mentioned in this press release is operated by a separate, wholly owned, independent operating subsidiary that has its own management, employees and assets.
References to the consolidated company and its assets and activities, as well as the use of terms such as "we," "us," "our," and similar verbiage, is not meant to imply that AdCare Health Systems, Inc. has direct operating assets, employees or revenue or that any of the facilities, the home health business or other related businesses are operated by the same entity.
Use of Non-GAAP Financial Information
Beginning with the reporting of results for the first quarter of 2011, the company began to report the measures of Adjusted EBITDA from continuing operations and Adjusted EBITDAR from continuing operations. These are measures of operating performance that are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP"). The company defines: (i) Adjusted EBITDA as net income (loss) from continuing operations before interest expense, income tax expense; depreciation and amortization (including amortization of non-cash stock-based compensation), acquisition costs (net of gains), loss on extinguishment of debt, derivative loss, other income from recovery of receivable, and retirement and salary continuation costs; and (ii) Adjusted EBITDAR from continuing operations as net income (loss) from continuing operations before interest expense; income tax expense, depreciation and amortization (including amortization of non-cash stock-based compensation), acquisition costs (net of gains), loss on extinguishment of debt, derivative loss; other income from recovery of receivable, retirement and salary continuation costs and rent cost.
Adjusted EBITDA from continuing operations and Adjusted EBITDAR from continuing operations should not be considered in isolation or as a substitute for net income, income from operations or cash flows provided by, or used in, operations as determined in accordance with GAAP. The metrics are key measures of AdCare Health Systems' operating performance used by management to focus on operating performance and management without mixing in items of income and expense that relate to the financing and capitalization of the business, fixed rent or lease payments of facilities, derivative loss, and certain acquisition related charges.
The company believes these measures are useful to investors in evaluating the company's performance, results of operations and financial position for the following reasons:
- They are helpful in identifying trends in the company's day-to-day performance because the items excluded have little or no significance to the company's day-to-day operations;
- They provide an assessment of controllable expenses and afford management the ability to make decisions which are expected to facilitate meeting current financial goals as well as achieve optimal financial performance; and
- They are an indication to determine whether or not adjustments to current spending decisions are needed.
AdCare believes that the use of the measures provides a meaningful and consistent comparison of the company's underlying business between periods by eliminating certain items required by GAAP, which have little or no significance in the company's day-to-day operations.
| |
|
| |
|
| ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES |
|
| CONSOLIDATED STATEMENTS OF OPERATIONS |
|
| (Amounts in 000s, except per share data) |
|
| (Unaudited) |
|
| |
|
| |
|
Three Months Ended |
|
|
Six Months Ended |
|
| |
|
June 30, |
|
|
June 30, |
|
| |
|
2012 |
|
|
2011 |
|
|
2012 |
|
|
2011 |
|
| Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Patient care revenues |
|
$ |
54,642 |
|
|
$ |
33,872 |
|
|
$ |
104,450 |
|
|
$ |
64,404 |
|
| |
Management revenues |
|
|
363 |
|
| |
484 |
|
|
|
726 |
|
|
|
982 |
|
| Total revenues |
|
|
55,005 |
|
|
|
34,356 |
|
|
|
105,176 |
|
|
$ |
65,386 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cost of services (exclusive of facility rent, depreciation and amortization) |
|
|
42,227 |
|
|
|
27,104 |
|
|
|
82,350 |
|
|
|
52,279 |
|
| |
General and administrative expenses |
|
|
4,929 |
|
|
|
3,167 |
|
|
|
8,860 |
|
|
|
6,091 |
|
| |
Facility rent expense |
|
|
2,050 |
|
|
|
1,947 |
|
|
|
4,115 |
|
|
|
3,850 |
|
| |
Depreciation and amortization |
|
|
1,761 |
|
|
|
705 | |
|
|
3,258 |
|
|
|
1,352 |
|
| |
Salary retirement and continuation costs |
|
|
- |
|
|
|
622 |
|
|
|
- |
|
|
|
622 |
|
| Total expenses |
|
|
50,967 |
|
|
|
33,545 |
|
|
|
98,583 |
|
|
|
64,194 |
|
| Income from Operations |
|
|
4,038 |
|
|
|
811 |
|
|
|
6,593 |
|
|
|
1,192 |
|
| Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Interest expense, net |
|
|
(3,366 |
) |
|
|
(1,852 |
) |
|
|
(6,320 |
) |
|
|
(3,288 |
) |
| |
Derivative gain (loss) |
|
|
353 |
|
|
|
(2,588 |
) |
|
|
763 |
|
|
|
(3,938 |
) |
| |
Loss on extinguishment of debt |
|
|
- |
|
|
| (77 |
) |
|
|
- |
|
|
|
(77 |
) |
| |
Acquisition costs, net of gains |
|
|
(524 |
) |
|
|
(622 |
) |
|
|
(817 |
) |
|
|
357 |
|
| |
Other income (expense) |
|
|
(13 |
) |
|
|
(19 |
) |
|
|
(29 |
) |
|
|
587 |
|
| Total other income (expense), net |
|
|
(3,550 |
) |
|
|
(5,158 |
) |
|
|
(6,403 |
) |
|
|
(6,359 |
) |
| Income (Loss) from Continuing Operations Before Income Taxes |
|
|
488 |
|
|
|
(4,347 |
) |
|
|
190 |
|
|
|
(5,167 |
) |
| Income tax expense |
|
|
(45 |
) |
|
|
(124 |
) |
|
|
(99 |
) |
|
|
(210 |
) |
| Income (loss) from Continuing Operations |
|
|
443 |
|
|
|
(4,471 |
) |
|
|
91 |
|
|
|
(5,377 |
) |
| Loss from discontinued operations, net of tax |
|
|
(160 |
) |
|
| (91 |
) |
|
|
(269 |
) |
|
|
(126 |
) |
| Net Income (loss) |
|
|
283 |
|
|
|
(4,562 |
) |
|
|
(178 |
) |
|
|
(5,503 |
) |
| Net Loss Attributable to Noncontrolling Interests |
|
|
396 |
|
|
|
165 |
|
|
|
651 |
|
|
|
341 |
|
| Net Income (Loss) Attributable to AdCare Health Systems, Inc. |
|
$ |
679 |
|
|
$ |
(4,397 |
) |
|
$ |
473 |
|
|
$ |
(5,162 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Income (Loss) per Common Share - Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Continuing Operations |
|
$ |
0.06 |
|
|
$ |
(0.49 |
) |
|
$ |
0.06 |
|
|
$ |
(0.58 |
) |
| |
Discontinued Operations |
|
|
(0.01 |
) |
|
| (0.01 |
) |
|
|
(0.02 |
) |
|
|
(0.01 |
) |
| |
|
$ |
0.05 |
|
|
$ |
(0.50 |
) |
|
$ |
0.04 |
|
|
$ |
(0.59 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Income (Loss) per Common Share -Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Continuing Operations |
|
$ |
0.06 |
|
|
$ |
(0.49 |
) |
|
$ |
0.06 |
|
|
$ |
(0.58 |
) |
| |
Discontinued Operations |
|
|
(0.01 |
) |
|
|
(0.01 |
) |
|
|
(0.02 |
) |
|
|
(0.01 |
) |
| |
|
$ |
0.05 |
|
|
$ |
(0.50 |
) | |
$ |
0.04 |
|
|
$ |
(0.59 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES |
|
| CONSOLIDATED BALANCE SHEETS |
|
| (Amounts in 000s) |
|
| (UNAUDITED) |
|
| |
|
| |
|
June 30, |
|
|
December 31, |
|
| ASSETS |
|
2012 |
|
|
2011 |
|
| Current Assets: |
|
|
|
|
|
|
|
|
| |
Cash and cash equivalents |
|
$ |
9,373 |
|
|
$ |
7,364 |
|
| |
Restricted cash and cash equivalents |
|
|
3,624 |
|
|
|
1,883 |
|
| |
Accounts receivable, net |
|
|
26,964 |
|
|
|
18,759 |
|
| | Prepaid expenses and other |
|
|
668 |
|
|
|
663 |
|
| |
Assets of disposal group held for sale |
|
|
38 |
|
|
|
47 |
|
| |
|
|
|
|
|
Total Current Assets |
|
|
40,667 |
|
|
|
28,716 |
|
| |
|
|
|
|
|
|
|
|
| Restricted cash and investments |
|
|
5,812 |
|
|
|
4,870 |
|
| Property and equipment, net |
|
|
147,093 |
|
|
|
105,143 |
|
| Intangible assets - bed licenses |
|
|
2,464 |
|
|
|
1,189 |
|
| Intangible assets - lease rights, net |
|
|
7,925 |
|
|
|
8,460 |
|
| Goodwill |
|
|
906 |
|
|
|
906 |
|
| Escrow deposits for acquisitions |
|
|
1,513 |
|
|
|
3,172 |
|
| Lease deposits |
|
|
1,725 |
|
|
|
1,685 |
|
| Deferred loan costs, net |
|
|
5,733 |
|
|
|
4,818 |
|
| Other assets |
|
|
71 |
|
|
|
122 |
|
| |
|
|
| |
|
Total Assets |
|
$ |
213,909 |
|
|
$ |
159,081 |
|
| |
|
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
| Current Liabilities: |
|
|
|
|
|
|
|
|
| |
|
|
Current portion of notes payable and other debt |
|
$ |
9,401 |
|
|
$ |
4,567 |
|
| |
|
|
Revolving credit facilities and lines of credit |
|
|
1,900 |
|
|
|
7,343 |
|
| |
|
|
Accounts payable |
|
|
16,601 |
|
|
|
12,075 |
|
| |
|
|
Accrued expenses |
|
|
11,424 |
|
|
|
9,858 |
|
| |
|
|
Liabilities of disposal group held for sale |
|
|
143 |
|
|
|
240 |
|
| |
|
|
|
|
Total current liabilities |
|
|
39,469 |
|
|
|
34,083 |
|
| |
|
|
|
|
|
|
|
|
| Notes payable and other debt, net of current portion: |
|
|
|
|
|
|
|
|
| |
|
Senior debt, net of discounts | |
|
116,603 |
|
|
|
87,771 |
|
| |
|
Convertible debt, net of discounts |
|
|
15,035 |
|
|
|
14,614 |
|
| |
|
Revolving credit facilities |
|
|
7,064 |
|
|
|
1,308 |
|
| |
|
Other debt |
|
|
12,880 |
|
|
|
1,400 |
|
| Derivative liability |
|
|
1,127 |
|
|
|
1,889 |
|
| Other liabilities |
|
|
1,729 |
|
|
|
2,437 |
|
| Deferred tax liability |
|
|
87 |
|
|
|
86 |
|
| |
|
|
|
Total liabilities |
|
|
193,994 |
|
|
|
143,588 |
|
| |
|
|
|
|
|
|
|
|
| Stockholders' equity: |
|
|
|
|
|
|
|
|
| |
|
Preferred stock, no par value; 1,000 shares authorized; no shares issued or outstanding |
|
|
- |
|
|
|
- |
|
| |
|
Common stock and additional paid-in capital, no par value; 29,000 shares authorized; 13,697 and 12,193 shares issued and outstanding |
|
|
39,647 |
|
|
|
35,047 |
|
| |
|
Accumulated deficit |
|
|
(18,240 |
) | |
|
(18,713 |
) |
| |
|
|
Total stockholders' equity |
|
|
21,407 |
|
|
|
16,334 |
|
| Noncontrolling interest in subsidiaries |
|
|
(1,492 |
) |
|
|
(841 |
) |
| |
|
Total equity |
|
|
19,915 |
|
|
|
15,493 |
|
| |
|
Total liabilities and stockholders' equity |
|
$ |
213,909 |
|
|
$ |
159,081 |
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES |
|
| CONSOLIDATED STATEMENTS OF OPERATIONS |
|
| TRAILING FIVE QUARTERS |
|
| (UNAUDITED) |
|
| |
|
| |
|
For the Three Months Ended |
|
| (Amounts in 000's) |
|
6/30/2011 |
|
|
9/30/2011 |
|
|
12/31/2011 |
|
|
3/31/2012 |
|
|
6/30/2012 |
|
| Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
| |
Patient care revenues |
|
$ |
33,872 |
|
|
$ |
40,192 |
|
|
$ |
45,137 |
|
|
$ |
49,808 |
|
|
$ |
54,642 |
|
| |
Management revenue |
|
|
484 |
|
|
|
330 |
|
|
|
307 |
|
|
|
363 |
|
|
|
363 |
|
| Total revenues |
|
|
34,356 |
|
|
|
40,522 |
|
|
|
45,444 |
|
|
|
50,171 |
|
|
|
55,005 |
|
| Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cost of services |
|
|
27,104 |
|
|
|
32,637 |
|
|
|
37,303 |
|
|
|
40,123 |
|
|
|
42,227 |
|
| |
General and administrative |
|
|
3,167 |
|
|
|
3,267 |
|
|
|
3,922 | |
|
|
3,931 |
|
|
|
4,929 |
|
| |
Facility rent expense |
|
|
1,947 |
|
|
|
1,938 |
|
|
|
2,008 |
|
|
|
2,065 |
|
|
|
2,050 |
|
| |
Depreciation and amortization |
|
|
705 |
|
|
|
836 |
|
|
|
1,749 |
|
|
|
1,497 |
|
|
|
1,761 |
|
| |
Salary retirement and continuation costs |
|
|
622 |
|
|
|
- |
|
|
|
830 |
|
|
|
- |
|
|
|
- |
|
| Total expenses |
|
|
33,545 |
|
|
|
38,678 |
|
|
|
45,812 |
|
|
|
47,616 |
|
|
|
50,967 |
|
| Income (Loss) from Operations |
|
|
811 |
|
|
|
1,844 |
|
|
|
(368 |
) |
|
|
2,555 |
|
|
|
4,038 |
|
| Other Income (Expense): |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Interest expense, net |
|
|
(1,852 |
) |
|
|
(2,223 |
) |
|
|
(2,688 |
) |
|
|
(2,954 |
) |
|
|
(3,366 |
) |
| |
Loss on extinguishment of debt |
|
|
(77 |
) |
|
|
(58 |
) |
|
|
(5 |
) |
|
|
- |
|
|
|
- |
|
| |
Derivative gain (loss) |
|
|
(2,588 |
) |
|
|
4,745 |
|
|
|
151 |
|
|
|
410 |
|
|
|
353 |
|
| |
Acquisition costs, net of gains |
|
|
(622 |
) |
|
|
(1,147 |
) |
|
|
(373 |
) |
|
|
(293 |
) |
|
|
(524 |
) |
| |
Other income (expense) |
|
|
(19 |
) |
|
|
(19 |
) |
|
|
(17 |
) |
|
|
(16 |
) |
|
|
(13 |
) |
| Total other income (expense), net |
|
|
(5,158 |
) | |
|
1,298 |
|
|
|
(2,932 |
) |
|
|
(2,853 |
) |
|
|
(3,550 |
) |
| Income (Loss) from Continuing Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Before Income Taxes |
|
|
(4,347 |
) |
|
|
3,142 |
|
|
|
(3,300 |
) |
|
|
(298 |
) |
|
|
488 |
|
| Income tax benefit (expense) |
|
|
(124 |
) |
|
|
(204 |
) |
|
|
151 |
|
|
|
(54 |
) |
|
|
(45 |
) |
| Income (Loss) from Continuing Operations |
|
|
(4,471 |
) |
|
|
2,938 |
|
|
|
(3,149 |
) |
|
|
(352 |
) |
|
|
443 |
|
| Loss from discontinued operations, net of tax |
|
|
(91 |
) |
|
|
(158 |
) |
|
|
(1,679 |
) |
|
|
(109 |
) |
|
|
(160 |
) |
| Net Income (Loss) |
|
|
(4,562 |
) |
|
|
2,780 |
|
|
|
(4,828 |
) |
|
|
(461 |
) |
|
|
283 |
|
| Net Loss Attributable to Noncontrolling Interest |
|
|
165 |
|
|
|
748 |
|
|
|
298 |
|
|
|
255 |
|
|
|
396 |
|
| Net Income (Loss) Attributable to AdCare Health Systems, Inc. |
|
$ |
(4,397 |
) |
|
$ |
3,528 |
|
|
$ |
(4,530 |
) |
|
$ |
(206 |
) |
|
$ |
679 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES |
|
| RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA AND ADJUSTED EBITDAR FROM CONTINUING OPERATIONS |
|
| (Amounts in 000s) |
|
| (Unaudited) |
|
| |
|
| |
|
For the Three Months Ended |
|
| (Amounts in 000's) |
|
6/30/2011 |
|
|
9/30/2011 |
|
|
12/31/2011 |
|
|
3/31/2012 |
|
|
6/30/2012 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Income (Loss) |
|
$ |
(4,562 |
) |
|
$ |
2,780 |
|
|
$ |
(4,828 |
) |
|
$ |
(461 |
) |
|
$ |
283 |
|
| |
Impact of discontinued operations |
|
|
91 |
|
|
|
158 |
|
|
|
1,679 |
|
|
|
109 |
|
|
|
160 |
|
| Net Income (Loss) from continuing operations |
|
|
(4,471 |
) |
|
|
2,938 |
|
|
|
(3,149 |
) |
|
|
(352 |
) |
|
|
443 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Interest expense, net |
|
|
1,852 |
|
|
|
2,223 |
|
|
|
2,688 |
|
|
|
2,954 |
| |
|
3,366 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Income tax (benefit) expense |
|
|
124 |
|
|
|
204 |
|
|
|
(151 |
) |
|
|
54 |
|
|
|
45 |
|
| |
Amortization of stock based compensation |
|
|
167 |
|
|
|
184 |
|
|
|
277 |
|
|
|
165 |
|
|
|
182 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Depreciation and amortization |
|
|
705 |
|
|
|
836 |
|
|
|
1,749 |
|
|
|
1,497 |
|
|
|
1,761 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Acquisition costs, net of gains |
|
|
622 |
|
|
|
1,147 |
|
|
|
373 |
|
|
|
293 |
|
|
|
524 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Loss on extinguishment of debt |
|
|
77 |
|
| |
58 |
|
|
|
5 |
|
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Derivative (gain) loss |
|
|
2,588 |
|
|
|
(4,745 |
) |
|
|
(151 |
) |
|
|
(410 |
) |
|
|
(353 |
) |
| |
Salary retirement and continuation costs |
|
|
622 |
|
|
|
- |
|
|
|
830 |
|
|
|
- |
|
|
|
- |
|
| Adjusted EBITDA from continuing operations |
|
|
2,286 |
|
|
|
2,845 |
|
|
|
2,471 |
|
|
|
4,201 |
|
|
|
5,968 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Facility rent expense |
|
|
1,947 |
|
|
|
1,938 |
|
|
|
2,008 |
|
|
|
2,065 |
|
|
|
2,050 |
|
| Adjusted EBITDAR from continuing operations |
|
$ |
4,233 |
|
|
$ |
4,783 |
|
|
$ |
4,479 |
|
|
$ |
6,266 |
|
|
$ |
8,018 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES |
|
| SUPPLEMENTARY SCHEDULES |
|
| (Unaudited) |
|
| |
|
| "Same Facilities" results represent those owned and leased facilities we began to operate prior to July 1, 2011. |
|
| |
|
| "Recently Acquired Facilities" results represents those owned and leased facilities we began to operate subsequent to July 1, 2011. |
|
| |
|
| |
|
2011 |
|
2012 |
|
Six Months YTD |
|
| End of Period Data |
|
Q2 |
|
Q3 |
|
Q4 |
|
Q1 |
|
Q2 |
|
6/30/11 |
|
6/30/12 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Number of Facilities | |
| SNF |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Owned |
|
|
8 |
|
|
12 |
|
|
13 |
|
|
14 |
|
|
18 |
|
|
|
|
|
|
|
| |
Leased |
|
|
11 |
|
|
11 |
|
|
12 |
|
|
12 |
|
|
12 |
|
|
|
|
|
|
|
| |
VIE |
|
|
0 |
|
|
5 |
|
|
5 |
|
|
5 |
|
|
5 |
|
|
|
|
|
|
|
| |
Managed |
|
|
4 |
|
|
4 |
|
|
3 |
|
|
3 |
|
|
3 |
|
|
|
|
|
|
|
| ALF |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Owned |
|
|
6 |
|
|
6 |
|
|
7 |
|
|
8 |
|
|
8 |
|
|
|
|
|
|
|
| |
VIE |
|
|
1 |
|
|
1 |
|
|
1 |
|
|
1 |
|
|
1 |
|
|
|
|
|
|
|
| |
Managed |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
|
|
|
|
|
| IL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Managed |
|
|
1 |
|
|
1 |
|
|
1 |
|
| 1 |
|
|
1 |
|
|
|
|
|
|
|
| Total |
|
|
31 |
|
|
40 |
|
|
42 |
|
|
44 |
|
|
48 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Number of Operational Beds |
|
| SNF |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Owned |
|
|
839 |
|
|
1,241 |
|
|
1,337 |
|
|
1,436 |
|
|
1,947 |
|
|
|
|
|
|
|
| |
Leased |
|
|
1,262 |
|
|
1,262 |
|
|
1,342 |
|
|
1,342 | |
|
1,342 |
|
|
|
|
|
|
|
| |
VIE |
|
|
0 |
|
|
314 |
|
|
314 |
|
|
314 |
|
|
314 |
|
|
|
|
|
|
|
| |
Managed |
|
|
379 |
|
|
379 |
|
|
329 |
|
|
329 |
|
|
329 |
|
|
|
|
|
|
|
| ALF |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Owned |
|
|
196 |
|
|
196 |
|
|
228 |
|
|
308 |
|
|
308 |
|
|
|
|
|
|
|
| |
VIE |
|
|
104 |
|
|
104 |
|
|
104 |
|
|
104 |
|
|
104 |
|
|
|
|
| |
|
| |
Managed |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
|
|
|
|
|
| IL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Managed |
|
|
83 |
|
|
83 |
|
|
83 |
|
|
83 |
|
|
83 |
|
|
|
|
|
|
|
| Total |
|
|
2,863 |
|
|
3,579 |
|
|
3,737 |
|
|
3,916 |
|
|
4,427 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| SNF + ALF % Owned |
|
|
47.4 |
% |
|
59.5 |
% |
|
59.6 |
% |
|
61.7 |
% |
|
66.6 |
% |
|
|
|
|
|
|
| SNF + ALF % Leased |
|
|
52.6 |
% |
|
40.5 |
% |
|
40.4 |
% |
|
38.3 |
% |
|
33.4 |
% |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Revenue Mix % (a) |
|
| |
Skilled (c) |
|
|
32.4 |
% |
|
30.8 |
% |
|
29.9 |
% |
|
31.0 |
% |
|
29.4 |
% |
|
32.7 |
% |
|
30.2 |
% |
| |
Medicaid |
|
|
55.9 |
% |
|
56.7 |
% |
|
56.9 |
% |
|
54.8 |
% |
|
55.6 |
% |
|
55.5 |
% |
|
55.2 |
% |
| Private + Other |
|
|
11.7 |
% | |
12.5 |
% |
|
13.2 |
% |
|
14.2 |
% |
|
15.0 |
% |
|
11.8 |
% |
|
14.6 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Patient Days (a) |
|
| |
Skilled (c) |
|
|
22,443 |
|
|
24,723 |
|
|
29,543 |
|
|
32,633 |
|
|
34,005 |
|
|
43,884 |
|
|
66,638 |
|
| |
Medicaid |
|
|
117,401 |
|
|
146,203 |
|
|
164,723 |
|
|
167,486 |
|
|
182,087 |
|
|
223,191 |
|
|
349,573 |
|
| |
Private + Other |
|
|
14,788 |
|
|
20,782 |
|
|
25,807 |
|
|
28,075 |
|
|
31,264 |
|
|
26,063 |
|
|
59,339 | |
| Total |
|
|
154,632 |
|
|
191,708 |
|
|
220,073 |
|
|
228,194 |
|
|
247,356 |
|
|
293,138 |
|
|
475,550 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Patient Day Mix % (a) |
|
| |
Skilled (c) |
|
|
14.5 |
% |
|
12.9 |
% |
|
13.4 |
% |
|
14.3 |
% |
|
13.7 |
% |
|
15.0 |
% |
|
14.0 |
% |
| |
Medicaid |
|
|
75.9 |
% |
|
76.3 |
% |
|
74.8 |
% |
|
73.4 |
% |
|
73.5 |
% |
|
76.1 |
% |
|
73.5 |
% |
| |
Private + Other |
|
|
9.6 |
% |
|
10.8 |
% |
|
11.8 |
% |
|
12.3 |
% |
|
12.7 |
% |
|
8.9 |
% |
|
12.5 | % |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Revenue Rates Per Patient Day (a) |
|
| |
Skilled (c) |
|
$ |
454.32 |
|
$ |
469.60 |
|
$ |
430.64 |
|
$ |
442.03 |
|
$ |
443.46 |
|
$ |
444.57 |
|
$ |
442.76 |
|
| |
Medicaid |
|
$ |
149.71 |
|
$ |
146.44 |
|
$ |
146.99 |
|
$ |
152.21 |
|
$ |
156.33 |
|
$ |
148.44 |
|
$ |
154.35 |
|
| |
Private + Other |
|
$ |
195.20 |
|
$ |
172.90 |
|
$ |
167.20 |
|
$ |
171.85 |
|
$ |
170.56 |
|
$ |
203.29 |
|
$ |
171.17 |
|
| Weighted Average Total |
|
$ |
203.46 |
|
$ |
196.80 |
|
$ |
193.34 |
|
$ |
203.97 |
|
$ |
207.11 |
|
$ |
203.50 |
|
$ | 207.11 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Average Daily Census (a) |
|
| |
Skilled (c) |
|
|
264 |
|
|
304 |
|
|
330 |
|
|
359 |
|
|
378 |
|
|
273 |
|
|
387 |
|
| |
Medicaid |
|
|
1,382 |
|
|
1,798 |
|
|
1,841 |
|
|
1,841 |
|
|
2,020 |
|
|
1,386 |
|
|
2,028 |
|
| |
Private + Other |
|
|
174 |
|
|
256 |
|
|
291 |
|
|
309 |
|
|
350 |
|
|
162 |
|
|
344 |
|
| Total Average Daily Census |
|
|
1,821 |
|
|
2,357 |
|
|
2,459 |
|
|
2,508 |
|
|
2,748 |
|
|
1,821 | |
|
2,759 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Occupancy (a) |
|
|
86.7 |
% |
|
85.4 |
% |
|
82.5 |
% |
|
81.1 |
% |
|
76.5 |
% |
|
86.8 |
% |
|
78.7 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (000s) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Revenues (b) |
|
$ |
34,356 |
|
$ |
40,522 |
|
$ |
45,444 |
|
$ |
50,171 |
|
$ |
55,006 |
|
$ |
65,386 |
|
$ |
105,176 |
|
| Adjusted EBITDAR (b) |
|
$ |
4,230 |
| $ |
4,783 |
|
$ |
4,480 |
|
$ |
6,266 |
|
$ |
8,018 |
|
$ |
7,531 |
|
$ |
14,284 |
|
| Adjusted EBITDA (b) |
|
$ |
2,283 |
|
$ |
2,846 |
|
$ |
2,472 |
|
$ |
4,201 |
|
$ |
5,968 |
|
$ |
3,681 |
|
$ |
10,169 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (a) Skilled Nursing Only - Excludes Managed Facilities |
|
| |
|
| (b) AdCare Consolidated Incorporating Discontinued Operations |
|
| |
|
| (c) Skilled is defined as Medicare A + Managed Care RUGS |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |