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8-K - 8-K - REGIONAL HEALTH PROPERTIES, INCa13-18641_18k.htm

Exhibit 99.1

 

 

AdCare Health Systems Reports Second Quarter 2013 Results

 

Company Delivers 19.6% Sequential Increase in EBITDAR,

 Improved Admissions Processes and Operational Progress

 

ATLANTA, GA, August 14, 2013—AdCare Health Systems, Inc. (NYSE MKT: ADK), (NYSE MKT: ADK.PA) a leading long-term care provider, reported results for the second quarter and six months ended June 30, 2013.

 

Financial Highlights

 

·            Revenues, up 20.3% sequentially to $56.4 million

·            Loss from operations of $0.2 million

·            Adjusted EBITDAR from continuing operations was $4.7 million (see “Use of Non-GAAP Financial Information,” below for more information)

·            AdCare’s financial results included a non-cash derivative charge of $1.9 million compared to a non-cash derivative gain of $352,000 in the second quarter last year (see, “About the Derivative Liability,” below for more information)

·            Board of Directors declared a quarterly cash dividend payment of $0.68 per share on the Company’s 10.875% Series A Cumulative Redeemable Preferred Stock which was paid on July 1, 2013 to holders of record at the close of business on June 20, 2013

 

“We delivered solid revenue growth from the year ago period for both the second quarter and the first six months of 2013,” said AdCare’s president and chief executive officer, Boyd P. Gentry. “We are steadily improving operations, reducing expenses, and building a sustainable platform for growth, though this progress during the last six months has been clouded by the non-cash derivative and expenses related to the previously disclosed Audit Committee review and inquiry and the restatement of our financial statements for the first three quarters of 2012. Our EBITDAR trend for the last three quarters demonstrates the progress we are beginning to make, as our Adjusted EBITDAR from continuing operations has reached $4.7 million, compared to $3.9 million in the first quarter, and $2.5 million for the fourth quarter of 2012.  In the last few months, we have significantly revamped our collections process and focused on admissions.  These initiatives have resulted in a lower provision for bad debts from the first quarter to the second quarter. Going forward, we expect to reduce our expense run-rate by nearly $1 million annually, primarily from new fixed-price contracts for certain expenses as well as eliminating some redundancy at the corporate level.”

 

Mr. Gentry added, “In aggregate, we believe the improved admissions process and streamlined expenses should drive solid financial improvements in the coming months, and our initial progress is evident in the sequential improvement in our Adjusted EBITDAR from continuing operations. We expect this trend to continue, and we believe this progress will become even more evident as the non-recurring costs related to the Audit Committee review and inquiry and

 

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the restatement process dissipate especially when the non-cash derivative liability no longer impacts our financial statements after October. Today, we believe we have a scalable platform to support our current operations and expected growth. I am proud of the progress we have made, and my confidence in the future of AdCare has never been greater.”

 

Q2 and First Half 2013 Operational Highlights

 

·                  In May, Ronald W. Fleming joined AdCare’s senior management team as Chief Financial Officer. Most recently Mr. Fleming was CFO for a privately held provider of healthcare services with annual revenue in excess of $200 million. Prior, he was CFO of a healthcare services startup that grew from $15 million to over $100 million in annualized revenue through acquisitions in less than one year.

·                  On June 30, 2013, the Company executed two sublease arrangements to exit the skilled nursing business in Tybee Island, Georgia. The two skilled nursing facilities had an aggregate of 135 units in service. These two facilities had lackluster financial results and are now reported as discontinued operations.

 

Q2 and First Half 2013 Summary of Financial Results

 

Revenues in the second quarter of 2013 were $56.4 million, up 20.3% from $46.9 million in the same year-ago quarter. Revenue for the first six months of 2013 increased by 26.7% to $112.7 million from $88.9 million in 2012. The increase in revenue was primarily due to acquisitions completed since April 1, 2012 as part of AdCare’s M&A program. A more detailed discussion and analysis of the Company’s performance is available in AdCare’s Form 10-Q for the quarter ended June 30, 2013 as filed with the Securities and Exchange Commission.

 

Inclusive of the $848,000 charge related to the Audit Committee’s review and the Company’s restatement process, and a non-cash derivative loss of $1.9 million, net loss attributable to AdCare common stockholders in the second quarter of 2013 totaled $7.0 million or $(0.47) per basic and diluted share. This compares to a net loss of $0.2 million, or $(0.02) per basic and diluted share, in the same year-ago quarter, which included a non-cash derivative gain of $352,000. For the first half of 2013, the net loss attributable to AdCare common stockholders was $9.9 million or $(0.67) per basic and diluted share, versus a net loss of $2.5 million or $(0.19) per basic and diluted share in 2012.

 

“The charge related to the Audit Committee review and the restatement process in the second quarter this year, coupled with the one-time gain in the second quarter last year related to a positive adjustment in vacation accrual expense, resulted in a swing of approximately $1.2 million,” commented Mr. Fleming.

 

Adjusted EBITDAR from continuing operations in the second quarter of 2013 totaled $4.7 million, down 25.4% compared to $6.3 million in the second quarter of 2012 but up 19.6% sequentially compared to the $3.9 million in the first quarter of 2013. Adjusted EBITDAR from continuing operations for the first half of 2013 totaled $8.7 million compared to $9.9 million for the first half of 2012 (see “Use of Non-GAAP Financial Information,” below for the definition of Adjusted EBITDA from continuing operations and Adjusted EBITDAR from continuing operations, each, non-GAAP financial measures, as well as an important discussion about the use of these measures and their reconciliation to GAAP net loss, the most directly comparable GAAP financial measure).

 

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Cash and cash equivalents at June 30, 2013 totaled $10.2 million, as compared to $15.9 million at December 31, 2012.

 

Q2 2013 Total Facility Count

 

At the end of the second quarter of 2013, the Company, through its subsidiaries, operated or managed 47 facilities comprised of 43 skilled nursing centers, three assisted living residences and one independent living/senior housing facility, with a total of 4,781 beds/units in service. Of these 47 facilities, 26 are owned, nine are leased, 11 are managed for third parties and one is a consolidated variable interest entity. The facilities are located in Alabama, Arkansas, Georgia, Missouri, North Carolina, Ohio, Oklahoma, South Carolina.

 

Conference Call and Webcast

 

AdCare will hold a conference call to discuss its second quarter 2013 financial results later today, Wednesday, August 14, 2013 at 4:30 p.m. Eastern time. Management will host the presentation, followed by a question and answer period.

 

·                  Date and time: Wednesday, August 14, 2013 at 4:30 p.m. ET

·                  Dial-in number: 1-877-941-1429 (domestic) or 1-480-629-9857 (internationally)

·                  Replay number: Dial 1-877-870-5176 (domestic) or 1-858-384-5517 (internationally). Please use passcode 4635683 to access the replay. The replay will be available until September 14, 2013.

·                  Webcast link: www.adcarehealth.com or http://public.viavid.com/index.php?id=105759.

 

About the Derivative Liability

 

The derivative liability is the result of the Company issuing subordinated convertible promissory notes in 2010 that include an anti-dilution provision referred to as a “ratchet” provision. The derivative liability is a non-cash item. The notes are convertible into shares of common stock of the Company at a current conversion price of $3.73 that is subject to future reductions if the Company issues equity instruments at a lower price (the “ratchet” provision). Because there is no minimum conversion price, an indeterminate number of shares may be issued in the future. Accordingly, the Company determined an embedded derivative existed that was required to be bifurcated from the subordinated convertible promissory notes and accounted for separately as a derivative liability recorded at fair value. Pursuant to GAAP, the Company estimates the fair value of the derivative liability using the Black-Scholes Merton option-pricing model with changes in fair value being reported in the condensed consolidated statement of operations.

 

The Company currently has no plans to issue equity instruments at a price lower than the conversion price of $3.73, which would trigger the ratchet provision. These notes mature in October 2013 at which time the Company will be required to redeem them for cash (unless they are earlier converted into common stock at the option of the holder). Upon conversion to common stock, the debt and derivative liability will be extinguished, the current fair market value of the common stock will be reflected as common stock and additional paid-in capital, and there may be a resulting gain or loss on the debt extinguishment. If not converted to common stock, upon settlement in cash at the date of maturity, the debt and derivative liability will result in a gain on debt extinguishment for the remaining fair value of the derivative.

 

3



 

About AdCare Health Systems

 

AdCare Health Systems, Inc. (NYSE MKT: ADK) (NYSE MKT:  ADK.PA) is a recognized provider of 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 through its operating subsidiaries, 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: (i) statements regarding drivers of operational growth;  (ii) statements regarding expense reductions and expense run-rate; (iii) statements regarding improvements in the admissions process; (iv) statements regarding financial and operational improvements; and (v)  statements regarding the Company’s current plans to issue equity instruments. 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, AdCare’s ability to refinance its current debt on more favorable terms, AdCare’s ability to expand its borrowing arrangement with certain existing lenders, AdCare’s ability to raise equity capital, AdCare’s ability to improve operating results, 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 is 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:

 

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(i) “Adjusted EBITDA 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 or gain and other non-routine adjustments; 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 and other non-routine adjustments.

 

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. Adjusted EBITDA from continuing operations and Adjusted EBITDAR from continuing operations are 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 or gain, and certain acquisition related charges and other non-routine adjustments.

 

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 provide data that assists management 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.

 

Company Contacts

Investor Relations

Boyd Gentry, CEO

Brett Maas, Managing Partner

AdCare Health Systems, Inc.

Hayden IR

Tel (678) 869-5116

Tel (646) 536-7331

info@adcarehealth.com

brett@haydenir.com

 

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ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in 000’s)

 

 

 

 

June 30,

 

December 31,

 

 

 

2013

 

2012

 

 

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

10,222

 

$

15,937

 

Restricted cash and investments

 

706

 

1,742

 

Accounts receivable, net of allowance of $4,619 and $3,729

 

27,991

 

26,037

 

Prepaid expenses and other

 

1,872

 

489

 

Assets of disposal group held for sale

 

400

 

6,159

 

Total current assets

 

41,191

 

50,364

 

 

 

 

 

 

 

Restricted cash and investments

 

10,808

 

7,215

 

Property and equipment, net

 

150,440

 

151,064

 

Intangible assets - bed licenses

 

2,471

 

2,471

 

Intangible assets - lease rights, net

 

5,672

 

6,844

 

Goodwill

 

5,023

 

5,023

 

Escrow deposits for acquisitions

 

400

 

 

Lease deposits

 

1,695

 

1,720

 

Deferred loan costs, net

 

5,193

 

6,137

 

Other assets

 

11

 

3,611

 

Total assets

 

$

222,904

 

$

234,449

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of notes payable and other debt

 

$

13,199

 

$

6,941

 

Revolving credit facilities and lines of credit

 

2,355

 

1,498

 

Current portion of convertible debt, net of discount

 

15,536

 

10,948

 

Accounts payable

 

23,490

 

19,503

 

Accrued expenses

 

15,077

 

13,730

 

Liabilities of disposal group held for sale

 

60

 

3,662

 

Total current liabilities

 

69,717

 

56,282

 

 

 

 

 

 

 

Notes payable and other debt, net of current portion:

 

 

 

 

 

Senior debt

 

103,102

 

112,160

 

Bonds, net of discounts

 

15,960

 

16,088

 

Revolving credit facilities

 

6,524

 

7,706

 

Convertible debt

 

7,500

 

12,009

 

Other debt

 

234

 

864

 

Derivative liability

 

3,284

 

3,630

 

Other liabilities

 

1,444

 

1,394

 

Deferred tax liability

 

104

 

104

 

Total liabilities

 

207,869

 

210,237

 

 

 

 

 

 

 

Commitments and contingency

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, no par value; 1,000 shares authorized; 450 shares issued and outstanding

 

9,159

 

9,159

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock and additional paid-in capital, no par value; 29,000 shares authorized; 14,788 and 14,659 issued and outstanding

 

42,774

 

41,644

 

Accumulated deficit

 

(35,627

)

(25,753

)

Total stockholders’ equity

 

7,147

 

15,891

 

Noncontrolling interest in subsidiaries

 

(1,271

)

(838

)

Total equity

 

5,876

 

15,053

 

Total liabilities and equity

 

$

222,904

 

$

234,449

 

 

6



 

ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in 000’s, except per share data)

(Unaudited)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Revenues:

 

 

 

 

 

 

 

 

 

Patient care revenues

 

$

55,923

 

$

46,390

 

$

111,642

 

$

87,889

 

Management revenues

 

498

 

525

 

1,008

 

1,049

 

Total revenues

 

56,421

 

46,915

 

112,650

 

88,938

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Cost of services (exclusive of facility rent, depreciation and amortization)

 

47,495

 

36,476

 

95,117

 

71,170

 

General and administrative expenses

 

4,505

 

4,295

 

9,433

 

8,248

 

Audit committee investigation expense

 

848

 

 

1,982

 

 

Facility rent expense

 

1,758

 

1,745

 

3,495

 

3,503

 

Depreciation and amortization

 

1,867

 

1,426

 

3,670

 

2,970

 

Salary retirement and continuation costs

 

149

 

 

149

 

 

Total expense

 

56,622

 

43,942

 

113,846

 

85,891

 

 

 

 

 

 

 

 

 

 

 

(Loss) Income from Operations

 

(201

)

2,973

 

(1,196

)

3,047

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense):

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(3,355

)

(3,280

)

(6,791

)

(5,780

)

Acquisition costs, net of gains

 

(477

)

(524

)

(574

)

(817

)

Derivative (loss) gain

 

(1,947

)

352

 

189

 

763

 

Loss on extinguishment of debt

 

(25

)

 

(27

)

 

(Loss) gain on disposal of assets

 

(4

)

 

(4

)

2

 

Other expense

 

 

(13

)

 

(29

)

Total other expense, net

 

(5,808

)

(3,465

)

(7,207

)

(5,861

)

 

 

 

 

 

 

 

 

 

 

Loss from Continuing Operations Before Income Taxes

 

(6,009

)

(492

)

(8,403

)

(2,814

)

Income tax expense

 

 

(18

)

(78

)

(19

)

Loss from Continuing Operations

 

(6,009

)

(510

)

(8,481

)

(2,833

)

 

 

 

 

 

 

 

 

 

 

(Loss) Income from Discontinued Operations, net of tax

 

(936

)

163

 

(1,214

)

77

 

Net Loss

 

(6,945

)

(347

)

(9,695

)

(2,756

)

 

 

 

 

 

 

 

 

 

 

Net Loss Attributable to Noncontrolling Interests

 

241

 

142

 

433

 

286

 

Net Loss Attributable to AdCare Health Systems, Inc.

 

(6,704

)

(205

)

(9,262

)

(2,470

)

 

 

 

 

 

 

 

 

 

 

Preferred stock dividend

 

(306

)

 

(612

)

 

Net Loss Attributable to AdCare Health Systems, Inc. Common Stockholders

 

$

(7,010

)

$

(205

)

$

(9,874

)

$

(2,470

)

 

 

 

 

 

 

 

 

 

 

Net (loss) income per Common Share attributable to AdCare Health Systems, Inc. Common Stockholders -

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

Continuing Operations

 

$

(0.41

)

$

(0.03

)

$

(0.59

)

$

(0.20

)

Discontinued Operations

 

(0.06

)

0.01

 

(0.08

)

0.01

 

 

 

$

(0.47

)

$

(0.02

)

$

(0.67

)

$

(0.19

)

 

 

 

 

 

 

 

 

 

 

Net (loss) income per Common Share attributable to AdCare Health Systems, Inc. Common Stockholders -

 

 

 

 

 

 

 

 

 

Diluted:

 

 

 

 

 

 

 

 

 

Continuing Operations

 

$

(0.41

)

$

(0.03

)

$

(0.59

)

$

(0.20

)

Discontinued Operations

 

(0.06

)

0.01

 

(0.08

)

0.01

 

 

 

$

(0.47

)

$

(0.02

)

$

(0.67

)

$

(0.19

)

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

14,733

 

13,463

 

14,725

 

12,844

 

Diluted

 

14,733

 

13,463

 

14,725

 

12,844

 

 

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ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

TRAILING SIX QUARTERS

(Amounts in 000’s)

(Unaudited)

 

 

 

For Three Months Ended

 

 

 

3/31/2012

 

6/30/2012

 

9/30/2012

 

12/31/2012

 

3/31/2013

 

6/30/2013

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Patient care revenues

 

$

41,499

 

$

46,390

 

$

52,633

 

$

53,031

 

$

55,719

 

$

55,923

 

Management revenue

 

524

 

525

 

588

 

519

 

510

 

498

 

Total revenues

 

42,023

 

46,915

 

53,221

 

53,550

 

56,229

 

56,421

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services (exclusive of facility rent, depreciation and amortization)

 

34,694

 

36,476

 

44,475

 

46,556

 

47,622

 

47,495

 

General and administrative expenses

 

3,953

 

4,295

 

3,957

 

4,800

 

4,928

 

4,505

 

Audit committee investigation expense

 

 

 

 

 

1,134

 

848

 

Facility rent expense

 

1,758

 

1,745

 

1,775

 

1,790

 

1,737

 

1,758

 

Depreciation and amortization

 

1,544

 

1,426

 

1,760

 

1,973

 

1,803

 

1,867

 

Salary retirement and continuation costs

 

 

 

38

 

5

 

 

149

 

Total expenses

 

41,949

 

43,942

 

52,004

 

55,125

 

57,224

 

56,622

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) from Operations

 

74

 

2,973

 

1,217

 

(1,575

)

(995

)

(201

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(2,500

)

(3,280

)

(3,695

)

(3,749

)

(3,436

)

(3,355

)

Acquisition costs, net of gains

 

(293

)

(524

)

(342

)

(802

)

(97

)

(477

)

Derivative gain (loss)

 

411

 

352

 

(2,105

)

(399

)

2,136

 

(1,947

)

Gain (loss) on extinguishment of debt

 

 

 

500

 

 

(2

)

(25

)

Gain (loss) on disposal of assets

 

2

 

 

 

 

 

(4

)

Other (expense) income

 

(16

)

(13

)

(229

)

134

 

 

 

Total other income (expense), net

 

(2,396

)

(3,465

)

(5,871

)

(4,816

)

(1,399

)

(5,808

)

Loss from Continuing Operations Before Income Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

Before Income Taxes

 

(2,322

)

(492

)

(4,655

)

(6,392

)

(2,394

)

(6,009

)

Income tax benefit (expense)

 

(1

)

(18

)

(111

)

35

 

(78

)

 

Loss from Continuing Operations

 

(2,323

)

(510

)

(4,766

)

(6,357

)

(2,472

)

(6,009

)

(Loss) Income from Discontinued Operations, net of tax

 

(86

)

163

 

126

 

6,213

 

(278

)

(936

)

Net Loss

 

(2,409

)

(347

)

(4,640

)

(144

)

(2,750

)

(6,945

)

Net Loss Attributable to Noncontrolling Interest

 

144

 

142

 

134

 

236

 

192

 

241

 

Net (Loss) Income Attributable to AdCare Health Systems, Inc.

 

$

(2,265

)

$

(205

)

$

(4,506

)

$

92

 

$

(2,558

)

$

(6,704

)

Preferred stock dividend

 

 

 

 

(156

)

(306

)

(306

)

Net Loss Attributable to AdCare Health Systems, Inc. Common Stockholders

 

$

(2,265

)

$

(205

)

$

(4,506

)

$

(64

)

$

(2,864

)

$

(7,010

)

 

8



 

ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES

RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA FROM CONTINUING

OPERATIONS AND ADJUSTED EBITDAR FROM CONTINUING OPERATIONS

(Amounts in 000’s)

(Unaudited)

 

 

 

For Three Months Ended

 

 

 

3/31/2012

 

6/30/2012

 

9/30/2012

 

12/31/2012

 

3/31/2013

 

6/30/2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(2,409

)

$

(347

)

$

(4,640

)

$

(144

)

$

(2,750

)

$

(6,945

)

Impact of discontinued operations

 

86

 

(163

)

(126

)

(6,213

)

278

 

936

 

Net Loss from continuing operations

 

(2,323

)

(510

)

(4,766

)

(6,357

)

(2,472

)

(6,009

)

Interest expense, net

 

2,500

 

3,280

 

3,695

 

3,749

 

3,436

 

3,355

 

Income tax expense (benefit)

 

1

 

18

 

111

 

(35

)

78

 

 

Amortization of stock based compensation

 

190

 

182

 

269

 

356

 

260

 

291

 

Depreciation and amortization

 

1,544

 

1,426

 

1,760

 

1,973

 

1,803

 

1,867

 

Acquisition costs, net of gains

 

293

 

524

 

342

 

802

 

97

 

477

 

(Gain) loss on extinguishment of debt

 

 

 

(500

)

 

2

 

25

 

Derivative (gain) loss

 

(410

)

(352

)

2,105

 

399

 

(2,136

)

1,947

 

(Gain) loss on disposal of assets

 

(2

)

 

 

 

 

4

 

Audit committee investigation expense

 

 

 

 

 

1,134

 

848

 

Other expense (income)

 

 

 

218

 

(134

)

 

 

Salary retirement and continuation costs

 

 

 

38

 

5

 

 

149

 

Adjusted EBITDA from continuing operations

 

1,793

 

4,568

 

3,272

 

758

 

2,202

 

2,954

 

Facility rent expense

 

1,759

 

1,745

 

1,775

 

1,790

 

1,737

 

1,758

 

Adjusted EBITDAR from continuing operations

 

$

3,552

 

$

6,313

 

$

5,047

 

$

2,548

 

$

3,939

 

$

4,712

 

 

9



 

ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES

SUPPLEMENTARY SCHEDULES

(Unaudited)

 

 

 

2012

 

2013

 

 

 

Q1

 

Q2

 

6 Mo. YTD

 

Q3

 

Q4

 

Q1

 

Q2

 

6 Mo. YTD

 

End of Period Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of Facilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SNF

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned

 

17

 

18

 

18

 

21

 

24

 

24

 

24

 

24

 

Leased

 

9

 

9

 

9

 

9

 

9

 

9

 

9

 

9

 

VIE

 

 

 

 

 

 

 

 

 

Managed

 

10

 

10

 

10

 

10

 

10

 

10

 

10

 

10

 

ALF

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned

 

2

 

2

 

2

 

2

 

2

 

2

 

2

 

2

 

VIE

 

1

 

1

 

1

 

1

 

1

 

1

 

1

 

1

 

Managed

 

 

 

 

 

 

 

 

 

IL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Managed

 

1

 

1

 

1

 

1

 

1

 

1

 

1

 

1

 

Total

 

40

 

41

 

41

 

44

 

47

 

47

 

47

 

47

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of Operational Beds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SNF

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned

 

1,870

 

1,947

 

1,947

 

2,311

 

2,579

 

2,579

 

2,579

 

2,579

 

Leased

 

1,090

 

1,090

 

1,090

 

1,090

 

1,090

 

1,090

 

1,090

 

1,090

 

VIE

 

 

 

 

 

 

 

 

 

Managed

 

813

 

813

 

813

 

813

 

813

 

813

 

813

 

813

 

ALF

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned

 

112

 

112

 

112

 

112

 

112

 

112

 

112

 

112

 

VIE

 

104

 

104

 

104

 

104

 

104

 

104

 

104

 

104

 

Managed

 

 

 

 

 

 

 

 

 

IL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Managed

 

83

 

83

 

83

 

83

 

83

 

83

 

83

 

83

 

Total

 

4,072

 

4,149

 

4,149

 

4,513

 

4,781

 

4,781

 

4,781

 

4,781

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SNF + ALF % Owned

 

65.7

%

66.5

%

66.5

%

69.9

%

71.9

%

71.9

%

71.9

%

71.9

%

SNF + ALF % Leased

 

34.3

%

33.5

%

33.5

%

30.1

%

28.1

%

28.1

%

28.1

%

28.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue Mix % (b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Skilled (c) 

 

31.1

%

30.0

%

30.5

%

26.7

%

30.5

%

32.3

%

31.5

%

31.9

%

Medicaid

 

52.8

%

53.6

%

53.2

%

56.5

%

53.0

%

51.7

%

52.9

%

52.3

%

Private + Other

 

16.1

%

16.5

%

16.3

%

16.7

%

16.6

%

16.0

%

15.7

%

15.8

%

Total

 

100.0

%

100.0

%

100.0

%

100.0

%

100.0

%

100.0

%

100.0

%

100.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Patient Days (b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Skilled (c) 

 

29,814

 

31,601

 

61,415

 

32,169

 

37,150

 

40,794

 

40,360

 

81,154

 

Medicaid

 

140,265

 

154,704

 

294,969

 

177,601

 

173,813

 

178,768

 

185,292

 

364,060

 

Private + Other

 

36,272

 

39,529

 

75,801

 

45,313

 

45,933

 

46,806

 

45,353

 

92,159

 

Total

 

206,351

 

225,834

 

432,185

 

255,083

 

256,896

 

266,368

 

271,005

 

537,373

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Patient Day Mix % (a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Skilled (c) 

 

15.5

%

14.9

%

15.2

%

13.4

%

15.3

%

16.2

%

15.7

%

15.9

%

Medicaid

 

71.9

%

72.3

%

72.1

%

73.2

%

71.1

%

70.3

%

71.5

%

70.9

%

Private + Other

 

12.6

%

12.8

%

12.7

%

13.4

%

13.6

%

13.5

%

12.8

%

13.2

%

Total

 

100.0

%

100.0

%

100.0

%

100.0

%

100.0

%

100.0

%

100.0

%

100.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue Rates Per Patient Day (a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Skilled (c) 

 

$

432.82

 

$

439.89

 

$

436.45

 

$

437.38

 

$

434.83

 

$

441.70

 

$

436.07

 

$

438.90

 

Medicaid

 

$

157.12

 

$

161.35

 

$

159.34

 

$

168.17

 

$

162.11

 

$

161.59

 

$

160.18

 

$

160.87

 

Private + Other

 

$

174.23

 

$

172.33

 

$

173.23

 

$

167.69

 

$

174.73

 

$

176.48

 

$

175.86

 

$

176.18

 

Weighted Average Total

 

$

210.09

 

$

213.88

 

$

212.07

 

$

214.26

 

$

214.10

 

$

216.58

 

$

213.46

 

$

215.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Daily Census (b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Skilled (c) 

 

379

 

353

 

369

 

356

 

434

 

453

 

453

 

453

 

Medicaid

 

1,785

 

1,727

 

1,774

 

1,963

 

2,029

 

1,986

 

2,079

 

2,034

 

Private + Other

 

462

 

441

 

456

 

501

 

539

 

520

 

513

 

515

 

Total Average Daily Census

 

2,627

 

2,522

 

2,599

 

2,820

 

2,999

 

2,960

 

3,045

 

3,002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Occupancy (b)

 

82.7

%

77.5

%

79.9

%

78.0

%

77.2

%

76.2

%

78.4

%

77.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenue (b)

 

$

42,023

 

$

46,915

 

$

88,938

 

$

53,221

 

$

53,550

 

$

56,229

 

$

56,421

 

$

112,650

 

Adjusted EBITDAR (b)

 

$

3,552

 

$

6,313

 

$

9,865

 

$

5,047

 

$

2,548

 

$

3,939

 

$

4,712

 

$

8,651

 

Adjusted EBITDA (b)

 

$

1,793

 

$

4,568

 

$

6,361

 

$

3,272

 

$

758

 

$

2,202

 

$

2,954

 

$

5,156

 

 


(a) Skilled Nursing Only - Excludes Managed Facilities

(b) AdCare Consolidated Incorporating Discontinued Operations for all periods presented

(c) Skilled is defined as Medicare A + Managed Care RUGS

 

10