makinezmoney
3 years ago
$DVCR: Wow....... $111Milly revenue in the 2nd Quarter
VERYYYYyyyyyyyyyyyyyyyy impressive
GO $DVCR
*******************************************************
Diversicare Announces 2021 Second Quarter Results
August 10 2021 - 04:05PM
Business Wire
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Diversicare Healthcare Services, Inc. (OTCQX: DVCR), a premier provider of long-term care services, today announced its results for the second quarter ended June 30, 2021.
Second Quarter 2021 Highlights
Net income from continuing operations was $2.9 million, or $0.43 per share, in the second quarter of 2021, compared to net income from continuing operations of $1.8 million, or $0.28 per share, in the second quarter of 2020.
EBITDA for the quarter was $6.7 million, which was a $1.2 million increase over the second quarter of 2020.
EBITDAR for the quarter was $19.9 million.
See below for a reconciliation of all GAAP and non-GAAP financial results.
CEO Remarks
Commenting on the quarter, Jay McKnight, President and Chief Executive Officer, said, “Our Diversicare team continues to impress during an ever-evolving time in our industry. When we reported our first quarter results, our COVID-19 case count had dropped to nearly zero in our centers. The widespread Delta variant has brought cases to our patients, residents, and team members in many of our centers; however, our clinical team has responded rapidly to reinforce our clinical best practices for infection control. Our team remains committed to caring for the most vulnerable members of society in our markets.”
Mr. McKnight continued, "Our quarter’s financial results follow our trend of positive net income and overall improved financial results. Our expense control efforts are working and our efficiency gains have been key in our survival of the pandemic. We could not be more proud of the Diversicare team and how they continue to respond to the challenges that the pandemic puts upon our industry.”
COVID-19 Update
During 2020 and through the second quarter of 2021, we experienced reduced occupancy at our centers and incurred additional expenses preparing for and responding to the COVID-19 pandemic. During the second quarter of 2021, we incurred $6.4 million of additional healthcare related expenses, inclusive of labor costs and the increased cost of personal protective equipment, testing, and certain other infection control supplies. We anticipate that we will continue to incur additional healthcare related expenses and lost revenue arising from the pandemic.
As of June 30, 2021, we have received $51.6 million of Provider Relief Funds. To date, we have recognized $38.8 million of the funds to offset the increased healthcare-related expenses that we have incurred and the lost revenue that resulted from reduced occupancy, of which $8.5 million was recognized during the second quarter of 2021. We have utilized $2.3 million of Provider Relief Funds to finance capital improvements to prevent the spread of COVID-19. The remaining Provider Relief Funds of $10.5 million as of June 30, 2021, were classified as deferred income on our consolidated balance sheet. Additionally, several of our states have temporarily increased Medicaid and Hospice rates, resulting in $5.8 million of additional patient services revenue during the second quarter of 2021, and certain states provided $0.1 million of other financial assistance to aid us in managing through the pandemic.
The Centers for Disease Control and Prevention (“CDC”) and Centers for Medicare and Medicaid Services (“CMS”) have issued guidance to long-term care facilities to help mitigate the spread of COVID-19, including restrictions on visitation, nonessential workers and communal activities, among other measures. On May 18, 2020, CMS provided “reopening” recommendations for state and local officials to determine the level of mitigation needed to prevent the transmission of COVID-19 in nursing homes, including criteria for relaxing various restrictions. On March 10, 2021, CMS updated its guidance for visitation in nursing homes to account for the availability of COVID-19 vaccines, further relaxing visitation restrictions while emphasizing the importance of maintaining infection prevention practices. CMS has also announced COVID-19 reporting requirements and focused infection control surveys intended to assess long-term care facility compliance with infection control requirements in connection with the COVID-19 pandemic. CDC guidance includes infection prevention and control practices intended to protect both nursing home residents and healthcare personnel.
Although social contact restrictions have eased across the U.S., some restrictions remain in place, and some states have continued to impose or re-imposed certain restrictions due to increasing rates of COVID-19 cases. CMS has also issued reporting guidelines for our centers to follow. Reporting guidance requires us to notify residents and designated representatives of the occurrence of a single confirmed COVID-19 positive case, any subsequent positive cases, any COVID-19 positive new admission, and/or three or more cases of new onset respiratory symptoms occurring within 72 hours. Our centers remain compliant with regular reporting to the CDC and CMS regarding the number of COVID-19 cases in our centers, patient deaths, and other information. This information is reported in accordance with existing privacy regulations and statutes for the safety and well-being of our residents.
We have taken measures to limit the spread of the virus in our centers, including screening protocols for staff, residents and visitors, and we continue to conduct COVID-19 testing in accordance with CMS guidelines. We are committed to keeping our residents and their designated representatives informed as we continue to navigate COVID-19 in our centers. We will continue to report aggregated COVID-19 data for the company on our website at https://dvcr.com/our-response-to-covid-19/ and provide center specific information on each of our center’s websites.
Second Quarter 2021 Results
The following table summarizes key revenue and census statistics for continuing operations for each period:
Three Months Ended June 30,
2021
2020
Skilled nursing occupancy
66.5
%
71.2
%
As a percent of total census:
Medicare census
8.9
%
10.4
%
Medicaid census
69.1
%
67.3
%
Managed Care census
5.3
%
4.6
%
As a percent of total revenues:
Medicare revenues
16.8
%
19.0
%
Medicaid revenues
46.5
%
45.8
%
Managed Care revenues
10.9
%
10.4
%
*Average rate per day:
Medicare
$
489.44
$
495.34
Medicaid
$
184.51
$
181.52
Managed Care
$
416.18
$
423.54
*Excludes COVID-19 stimulus payments
Patient revenues for the second quarter of 2021 were $111.3 million, representing a $7.0 million decrease from the second quarter of 2020. Due to the COVID-19 pandemic, we experienced quarter over quarter decreases in our Medicare, Medicaid, Private and Hospice average daily census, which resulted in a $10.8 million decrease to patient revenues. Our Medicaid rate increased quarter over quarter, contributing $1.4 million. During the second quarter of 2021, we recognized $5.8 million of Medicaid and Hospice state stimulus funds and $0.6 million of increased revenue from the suspension of sequestration under the provisions of the CARES Act.
Of the $51.6 million of Provider Relief Funds that we have received to date, we recognized $8.5 million of the funds during the second quarter of 2021, which combined with $0.1 million of state Coronavirus relief grant funds, were classified as other operating income in the Company's results of operations. The Provider Relief Funds and state grant funds that we recognized during the quarter were used to offset increased healthcare-related expenses and lost revenues attributable to COVID-19.
Operating expense increased as a percentage of revenue to $91.6 million, or 82.3% of revenue, in the second quarter of 2021 from $95.8 million, or 81.0% of revenue, in the second quarter of 2020. The increase in operating expenses was due to COVID-19 related expenses of $6.4 million, which included increased labor costs, testing and the increased costs of personal protective equipment, and infection control supplies. Excluding the increased healthcare-related expenses attributable to COVID-19, we benefited from our cost saving initiatives that favorably impacted certain nursing and ancillary costs in addition to decreased health insurance costs.
Lease expense decreased to $13.3 million in 2021 from $13.5 million in 2020, a decrease of $0.2 million, or 1.9%. The decrease resulted from the Company's transfer of operations for a Florida facility to another operator and the related amendment of a master lease agreement to remove this center and reduce the annual rent expense.
Professional liability expense for the second quarter of 2021 was $1.5 million, representing a decrease of $0.6 million over the second quarter of 2020. Professional liability expense fluctuates from period to period based on the results of our third-party professional liability actuarial studies, the premium costs of purchased insurance, and the costs incurred in defending and settling existing claims.
General and administrative expense was $7.0 million for the second quarter of 2021, representing an increase of $0.1 million over the second quarter of 2020.
Continuing operations reported income before taxes of $3.2 million for the second quarter of 2021, compared to income from continuing operations of $2.0 million for the second quarter of 2020. The provision for income taxes was $0.4 million in 2021 compared to the provision for income taxes of $0.2 million in 2020. The basic and diluted income per common share from continuing operations were $0.43 and $0.42, respectively, for the second quarter of 2021 compared to $0.28 for both basic and diluted income per common share from continuing operations in the second quarter of 2020.
Conference Call Information
A conference call has been scheduled for Tuesday, August 10, 2021 at 4:00 P.M. Central time (5:00 P.M. Eastern time) to discuss second quarter 2021 results. The conference call information is as follows:
Date:
Tuesday, August 10, 2021
Time:
4:00 P.M. Central, 5:00 P.M. Eastern
Webcast Links:
www.DVCR.com
Dial in numbers:
877.270.2148
Access Code: 10158409
The Operator will connect you to Diversicare’s Conference Call.
A replay of the conference call will be accessible two hours after its completion through August 17, 2021, by dialing 877-344-7529 and entering Access Code: 10158409.
FORWARD-LOOKING STATEMENTS
The “forward-looking statements” contained in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are predictive in nature and are frequently identified by the use of terms such as “may,” “will,” “should,” “expect,” “believe,” “estimate,” “intend,” and similar words indicating possible future expectations, events or actions. These forward-looking statements reflect our current views with respect to future events and present our estimates and assumptions only as of the date of this release. Actual results could differ materially from those contemplated by the forward-looking statements made in this release. In addition to any assumptions and other factors referred to specifically in connection with such statements, other factors, many of which are beyond our ability to control or predict, could cause our actual results to differ materially from the results expressed or implied in any forward-looking statements including, but not limited to, the potential adverse effect of the COVID-19 pandemic on the economy, our patients and residents and supply chain, including changes in the occupancy of our centers, increased operation costs in addressing COVID-19, supply chain disruptions and uncertain demand, and the impact of any initiatives or programs that the Company may undertake to address financial and operations challenges faced by its patients served, the duration and severity of the COVID-19 pandemic and the extent and severity of the impact on the Company's patients and residents, actions governments take in response to the COVID-19 pandemic, including the introduction of public health measures and other regulations affecting our centers, and the timing, availability, and adoption of effective medical treatments and vaccines, the impact of the CARES Act, the Paycheck Protection Program and Health Care Enhancement Act, the Consolidated Appropriations Act, 2021 and the American Rescue Plan Act of 2021 and any other COVID-19 relief aid adopted by governments or the implementation or modifications to such acts, including any obligation of the Company to repay any stimulus payments received under such relief aid, perceptions regarding the safety of senior living communities during and after the pandemic, changes in demand for senior living communities and our ability to adapt our sales and marketing efforts to meet the demand, changes in the acuity levels of our new residents, the disproportionate impact of COVID-19 on seniors generally and those residing in our communities, increased regulatory requirements, including unfunded mandatory testing, increased enforcement actions resulting from COVID-19, including those that may limit our collection efforts for delinquent accounts and the frequency and magnitude of legal actions and liability claims that may arise due to COVID-19 or our response efforts, our ability to successfully integrate the operations of new nursing centers, as well as successfully operate all of our centers, our ability to increase census and occupancy rates at our centers, changes in governmental reimbursement, including the Patient-Driven Payment Model that was implemented in October of 2019, government regulation, the impact of the Affordable Care Act, efforts to repeal or further modify the Affordable Care Act, and other health care reform initiatives, any increases in the cost of borrowing under our credit agreements, our ability to comply with covenants contained in those credit agreements, our ability to comply with the terms of our master lease agreements, our ability to renew or extend our leases at or prior to the end of the existing lease terms, the outcome of professional liability lawsuits and claims, our ability to control ultimate professional liability costs, the accuracy of our estimate of our anticipated professional liability expense, the impact of future licensing surveys, the outcome of proceedings alleging violations of state or Federal False Claims Acts, laws and regulations governing quality of care or other laws and regulations applicable to our business including HIPAA and laws governing reimbursement from government payors, the costs of investing in our business initiatives and development, our ability to control costs, our ability to attract and retain qualified healthcare professionals, changes to our valuation of deferred tax assets, changing economic and competitive conditions, changes in anticipated revenue and cost growth, changes in the anticipated results of operations, the effect of changes in accounting policies as well as others.
Diversicare provides long-term care services to patients in 61 nursing centers and 7,250 skilled nursing beds. For additional information about the Company, visit Diversicare's web site: www.DVCR.com.
-Financial Tables to Follow-
DIVERSICARE HEALTHCARE SERVICES, INC. AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
June 30,
2021
December 31,
2020
(Unaudited)
ASSETS:
Current Assets
Cash
$
25,429
$
30,821
Receivables
50,946
53,691
Self-insurance receivables
928
1,025
Other current assets
6,438
11,724
Total current assets
83,741
97,261
Property and equipment, net
41,671
43,320
Acquired leasehold interest, net
4,936
5,202
Operating lease right-of-use assets
275,422
290,296
Other assets
3,810
3,773
TOTAL ASSETS
$
409,580
$
439,852
LIABILITIES AND SHAREHOLDERS' DEFICIT:
Current Liabilities
Current portion of long-term debt and finance lease obligations
$
1,684
$
1,660
Trade accounts payable
14,849
13,901
Current portion of operating lease liabilities
30,292
28,583
Accrued expenses:
Payroll and employee benefits
13,548
15,393
Self-insurance reserves, current portion
13,533
12,665
Deferred income
10,535
25,900
Other current liabilities
13,140
14,743
Total current liabilities
97,581
112,845
Noncurrent Liabilities
Long-term debt and finance lease obligations, less current portion and deferred financing costs, net
57,859
58,526
Operating lease liabilities, less current portion
258,553
274,155
Self-insurance reserves, less current portion
13,519
15,476
Government settlement accrual
7,000
8,000
Other noncurrent liabilities
1,718
2,155
Total noncurrent liabilities
338,649
358,312
SHAREHOLDERS’ DEFICIT
(26,650
)
(31,305
)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT
$
409,580
$
439,852
DIVERSICARE HEALTHCARE SERVICES, INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
Three Months Ended June 30,
2021
2020
PATIENT REVENUES, NET
$
111,270
$
118,243
OTHER OPERATING INCOME
8,547
5,148
OPERATING EXPENSE
91,598
95,775
Facility-level operating income
28,219
27,616
EXPENSES:
Lease and rent expense
13,264
13,523
Professional liability
1,484
2,114
General and administrative
6,976
6,880
Depreciation and amortization
2,374
2,278
Total expenses excluding operating expenses
24,098
24,795
OPERATING INCOME
4,121
2,821
OTHER INCOME (EXPENSE):
Interest expense, net
(1,087
)
(1,209
)
Other income
174
409
Total other expense
(913
)
(800
)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
3,208
2,021
PROVISION FOR INCOME TAXES
(354
)
(182
)
INCOME FROM CONTINUING OPERATIONS
2,854
1,839
LOSS FROM DISCONTINUED OPERATIONS
(360
)
(387
)
NET INCOME
$
2,494
$
1,452
NET INCOME PER COMMON SHARE:
Per common share – basic
Continuing operations
$
0.43
$
0.28
Discontinued operations
(0.05
)
(0.06
)
$
0.38
$
0.22
Per common share – diluted
Continuing operations
$
0.42
$
0.28
Discontinued operations
(0.05
)
(0.06
)
$
0.37
$
0.22
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic
6,643
6,649
Diluted
6,752
6,704
DIVERSICARE HEALTHCARE SERVICES, INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data, unaudited)
Six Months Ended June 30,
2021
2020
PATIENT REVENUES, NET
$
224,630
$
238,230
OTHER OPERATING INCOME
19,868
5,148
OPERATING EXPENSE
188,427
190,634
Facility-level operating income
56,071
52,744
EXPENSES:
Lease and rent expense
26,513
27,036
Professional liability
3,567
3,953
General and administrative
13,741
13,638
Depreciation and amortization
4,669
4,565
Total expenses excluding operating expenses
48,490
49,192
OPERATING INCOME
7,581
3,552
OTHER INCOME (EXPENSE):
Interest expense, net
(2,109
)
(2,669
)
Other income
213
524
Total other expense
(1,896
)
(2,145
)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
5,685
1,407
PROVISION FOR INCOME TAXES
(697
)
(78
)
INCOME FROM CONTINUING OPERATIONS
4,988
1,329
LOSS FROM DISCONTINUED OPERATIONS
(606
)
(630
)
NET INCOME
$
4,382
$
699
NET INCOME PER COMMON SHARE:
Per common share – basic
Continuing operations
$
0.75
$
0.21
Discontinued operations
(0.09
)
(0.1
)
$
0.66
$
0.11
Per common share – diluted
Continuing operations
$
0.74
$
0.21
Discontinued operations
(0.09
)
(0.10
)
$
0.65
$
0.11
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic
6,607
6,506
Diluted
6,746
6,586
DIVERSICARE HEALTHCARE SERVICES, INC. AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands and unaudited)
Six Months Ended June 30,
2021
2020
NET INCOME
$
4,382
$
699
Discontinued operations
(606
)
(630
)
Net income from continuing operations
4,988
1,329
Adjustments to reconcile net income from continuing operations to cash (used in) provided by operating activities:
Depreciation and amortization
4,669
4,565
Provision for self-insured professional liability, net of cash payments
120
494
Amortization of right-of-use assets
13,903
11,286
Stock-based compensation
192
415
Provision for leases in excess of cash payments
971
1,656
Other
(232
)
602
Changes in assets and liabilities affecting operating activities:
Receivables
2,841
8,049
Prepaid expenses and other assets
2,603
(189
)
Trade accounts payable and accrued expenses
(2,084
)
1,461
Deferred income
(15,365
)
25,320
Operating lease liabilities
(13,893
)
(11,286
)
Cash (used in) provided by operating activities of continuing operations
(1,287
)
43,702
Cash used in operating activities of discontinued operations
(606
)
(630
)
Cash (used in) provided by operating activities
(1,893
)
43,072
Cash used in investing activities
(3,058
)
(2,775
)
Cash used in financing activities
(441
)
(13,926
)
Net (decrease) increase in cash
(5,392
)
26,371
Cash beginning of period
30,821
2,710
Cash end of period
$
25,429
$
29,081
DIVERSICARE HEALTHCARE SERVICES, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA, ADJUSTED EBITDA AND EBITDAR
(In thousands)
For Three Months Ended
June 30,
2021
March 31,
2021
December 31,
2020
September 30,
2020
June 30,
2020
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Net income
$
2,494
$
1,888
$
1,661
$
2,799
$
1,452
Loss from discontinued operations, net of tax
360
246
367
374
387
Income tax provision (benefit)
354
343
(818
)
209
182
Interest expense
1,087
1,022
1,167
1,172
1,209
Depreciation and amortization
2,374
2,295
2,406
2,098
2,278
EBITDA
6,669
5,794
4,783
6,652
5,508
EBITDA adjustments:
Debt retirement costs (a)
—
—
247
—
—
Adjusted EBITDA
$
6,669
$
5,794
$
5,030
$
6,652
$
5,508
Lease expense (b)
$
13,264
$
13,249
$
13,441
$
13,524
$
13,523
(a)
Represents non-recurring debt retirement costs related to the amendment of our debt agreements in October 2020.
(b)
As management, we evaluate EBITDA exclusive of lease expense, or EBITDAR, as a financial valuation metric. For the three month period ended June 30, 2021 EBITDAR is calculated below.
EBITDA
$
6,669
Lease expense
$
13,264
EBITDAR
$
19,933
DIVERSICARE HEALTHCARE SERVICES, INC. AND SUBSIDIARIES
RECONCILIATION OF NET INCOME (LOSS) FOR DIVERSICARE HEALTHCARE
SERVICES, INC. AND SUBSIDIARIES COMMON SHAREHOLDERS TO ADJUSTED NET INCOME (LOSS)
FOR DIVERSICARE HEALTHCARE SERVICES, INC. AND SUBSIDIARIES COMMON SHAREHOLDERS
(In thousands, except per share data)
For Three Months Ended
June 30,
2021
March 31,
2021
December 31,
2020
September 30,
2020
June 30,
2020
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
(Unaudited)
Net income for Diversicare Healthcare Services, Inc. common shareholders
$
2,494
$
1,888
$
1,661
$
2,799
$
1,452
Adjustments:
Debt retirement costs (a)
—
—
247
—
—
Discontinued operations, net of tax
360
246
367
374
387
Adjusted net income for Diversicare Healthcare Services, Inc. common shareholders
$
2,854
$
2,134
$
2,275
$
3,173
$
1,839
Adjusted net income for Diversicare Healthcare Services, Inc. common shareholders
Basic
$
0.43
$
0.33
$
0.34
$
0.48
$
0.28
Diluted
$
0.42
$
0.32
$
0.33
$
0.48
$
0.28
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic
6,643
6,573
6,655
6,577
6,649
Diluted
6,752
6,741
6,804
6,626
6,704
(a)
Represents non-recurring debt retirement costs related to the amendment of our debt agreements in October 2020.
We have included certain financial performance and valuation measures in this press release, including EBITDA, Adjusted EBITDA, EBITDAR, and Adjusted Net income (loss), which are “non-GAAP financial measures” using accounting principles generally accepted in the United States (GAAP) and using adjustments to GAAP (non-GAAP). These non-GAAP measures are not measurements under GAAP. These measurements should be considered in addition to, but not as a substitute for, the information contained in our financial statements prepared in accordance with GAAP. We define EBITDA as net income (loss) adjusted for loss from discontinued operations, interest expense, income tax and depreciation and amortization. We define Adjusted EBITDA as EBITDA adjusted for debt retirement costs. We define EBITDAR as EBITDA adjusted for rent expense. We define Adjusted Net income (loss) as Net income (loss) adjusted for debt retirement costs and loss from discontinued operations.
Our measurements of EBITDA, Adjusted EBITDA, EBITDAR, and Adjusted Net income (loss) may not be comparable to similarly titled measures of other companies. We have included information concerning EBITDA, Adjusted EBITDA, and Adjusted Net income (loss) in this press release because we believe that such information is used by certain investors as measures of a company’s historical performance. Our presentation of EBITDA, Adjusted EBITDA, and Adjusted Net income (loss) should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items.
We have included EBITDAR in this press release because we believe that such information is used by certain investors as a measure of the Company’s valuation. We believe that EBITDAR is an important financial valuation measure that is commonly used by our management, research analysts, investors, lenders and financial institutions, to compare the enterprise value of different companies in the healthcare industry, without regard to differences in capital structures and leasing arrangements. EBITDAR is a financial valuation measure and is not displayed as a performance measure as it excludes rent expense, which is a normal and recurring operating expense. As such, our presentation of EBITDAR, should not be construed as a financial performance measure.
DIVERSICARE HEALTHCARE SERVICES, INC. AND SUBSIDIARIES
SELECTED OPERATING STATISTICS
(Unaudited)
Three Months Ended June 30, 2021
As of June 30, 2021
Occupancy (Note 2)
Region
(Note 1)
Licensed
Nursing
Beds
Note (4)
Available
Nursing
Beds
Note (4)
Skilled Nursing
Weighted
Average Daily
Census
Licensed
Nursing
Beds
Available
Nursing
Beds
Medicare
Utilization
Revenue
($ in millions)
Medicare
Room and
Board
Revenue PPD
(Note 3)
Medicaid Room
and Board
Revenue PPD
(Note 3)
Alabama
2,385
2,318
1,805
75.7
%
77.9
%
8.7
%
$
41.9
$
462.31
$
191.04
Kansas
464
464
304
65.6
%
65.6
%
10.1
%
7.6
515.10
235.38
Mississippi
1,039
1,004
748
72.0
%
74.5
%
11.6
%
18.3
474.71
199.53
Missouri
339
339
217
64.0
%
64.0
%
6.5
%
3.8
552.34
146.28
Ohio
403
393
371
92.1
%
94.5
%
7.0
%
6.9
545.98
191.89
Tennessee
775
709
412
53.1
%
58.0
%
15.1
%
12.8
483.10
195.14
Texas
1,845
1,662
961
52.1
%
57.8
%
5.3
%
20.0
544.21
148.65
Total
7,250
6,889
4,818
66.5
%
69.9
%
8.9
%
$
111.3
$
489.44
$
184.51
Note 1:
The Tennessee region includes one nursing center in Indiana.
Note 2:
The number of Licensed Nursing Beds is based on the licensed capacity of the facility. The Company has historically reported its occupancy based on licensed nursing beds, and excludes a limited number of assisted living, independent living, and personal care beds. The number of Available Nursing Beds represents licensed nursing beds less beds removed from service. Available nursing beds is subject to change based upon the needs of the facilities, including configuration of patient rooms, common usage areas and offices, status of beds (private, semi-private, ward, etc.) and renovations. Occupancy is measured on a weighted average basis.
Note 3:
These Medicare and Medicaid revenue rates include room and board revenues, but do not include any ancillary revenues related to these patients nor the Medicaid related stimulus of $5.8 million, state Coronavirus relief grants of $0.1 million and Medicare related stimulus of $8.5 recognized during the three months ended June 30, 2021.
Note 4:
The Licensed and Available Nursing Bed counts above include only licensed and available SNF beds.
View source version on businesswire.com: https://www.businesswire.com/news/home/20210810005966/en/
Company Contact:
James R. McKnight, Jr.
Chief Executive Officer
615-771-7575
Investor Relations:
Kerry D. Massey
Chief Financial Officer
615-771-7575
Paullee
7 years ago
Exhibit 2
Osmium Partners Issues Letter to Diversicare Board Urging a Substantial Increase in Dividends
• Osmium believes that fair value for Diversicare ( DVCR ) shares is $17-25 per share vs. $9.40 market price.
• Since 2012, Diversicare has increased revenue from $200 million to nearly $600 million in 2017 while EBITDA has increased by a factor of 4.5x.
• Over the last three years, Diversicare has achieved 20% annualized revenue growth with 33% annualized EBITDA growth yet Diversicare’s total annualized shareholder return is -3% and Diversicare’s common stock trades at approximately 6x EV/2017 FFO (funds from operations) and just 0.29x EV/sales.
• Osmium believes Diversicare should increase its dividend from $0.22 to $1.00 per share (an incremental cost of $5 million per year). With a total of nearly $4.00 a share in 2017 in funds from operations, the company would still have sufficient liquidity to execute the continued growth strategy.
• Diversicare is in an unusual situation with a mix of strong growth metrics combined with a low valuation. The lack of analyst coverage and aggressive reinvestment into the core business, combined with low trading volumes that discourage investment currently explain why Diversicare trades at a deep discount.
Dear Diversicare board members,
Osmium Partners, LLC has been a Diversicare stockholder since 2012 and we currently own 9.9% of Diversicare’s common stock. As you are aware, Diversicare’s operating results have been strong with revenue increasing by 165% and EBITDA increasing by nearly 450% since 2012 while the share price has remained unchanged. We believe that fair value for Diversicare’s common stock is between $17 and $25 per share. Despite the high costs of being a public company, including board fees, legal, accounting and audit expenses and management time and effort for presentations, earnings calls, and regulatory filings, Diversicare currently enjoys none of the benefits of being a public company . For example, Diversicare has not had sell side analyst coverage for several years, has had low daily average trading volumes of its stock of $54,000 making it an unattractive investment, has had bid and offer prices for its stock range as much as 5-7%, and most importantly, the business trades for less than 50% of our assessment of fair value. Given this significant gap between the current stock valuation and our estimated fair value we strongly encourage the board to increase the quarterly dividend to $0.25 per share. We believe that with the 10-year treasury yielding 2.2%, Diversicare shares would likely trade at a 5% yield with a 40% pay out based on our assessment of steady state free cash flow. As more fully described in this letter, we believe that increasing the annual dividend to $1.00 per share is the best course of action to not only close the wide valuation gap, but also to attain the benefits of being a publicly traded company with analyst coverage and improved liquidity. Diversicare has a very bright future and it is time to transition from effectively a private company in a public shell to a public company in public shell.
Point 1: In our opinion Diversicare is worth $17-25 per share
Levin & Associates Senior Care Acquisitions Report (Feb 2017) 1 :
“Prices have risen to new heights in skilled nursing, nearly surpassing $100,000 per bed at $99,200 per bed….skilled nursing has grown more and more enticing to investors, despite its many risks. With cap rates remaining relatively high, a buyer can achieve an unlevered cash on cash return of between 12-13%....When a typical 65-75% debt ratio is applied, and with debt costs so low, the levered return can be above 20%.”
_____________________________
1 https://seniorcare.levinassociates.com/2017/02/16/skilled – nursing – cap – rates – record/
________________________________________
Sum-of-the-Parts (SOTP) Analysis:
Osmium believes the average value of an owned bed is between $80K-110K and the average value of a leased bed is between $10K and $15K, the main difference being lease expense. Diversicare owns 1,600 beds and leases 6,950 beds. We reach a sum-of-the-parts valuation for Diversicare between $17 and $30 per share.
Exhibit 1: Diversicare Sum-of-the-Parts Analysis
DVCR SOTP Analysis Low High
Leased Value 10,000 15,000
Leased Beds 6,950 6,950
Total Leased Value 69,500,000 104,250,000
Owned Value 80,000 110,000
Owned Beds 1,600 1,600
Total Owned Value 128,000,000 176,000,000
Combined Value 197,500,000 280,250,000
Debt 88,000,000 88,000,000
Net 109,500,000 192,250,000
Shares 6,458,836 6,458,836
Value per share $ 16.95 $ 29.77
*In July 2017, DVCR acquired a facility with 103 beds in Selma, AL for 8.75M or $85,000 per bed.
**Conservative range of $80-110K+ per bed, especially given some of the highest CMS Quality Measure ratings. (Legacy Centers average 4/5 Stars in CMS Quality Measures.)
*** 35% of DVCR Leased Beds are in Texas and Kentucky where average leased beds are typically valued in the $20-25K range. 2
Funds from Operations (FFO) Analysis:
Osmium believes Funds from Operations should range between $22-26 million in 2017 and $25-30 million in 2018 with continued efficiencies from Golden Living facilities and recent accretive acquisition of Selma, AL facility. We chose the midpoint of 8-9x EV/FFO to reach a valuation of approximately $18 per share in 2017 and $23 per share in 2018.
Exhibit 2: Diversicare Funds from Operations Analysis
DVCR FFO Analysis (mm) 2017 2018
Funds from Operations 24.0 28.0
8.5x FFO 204.0 238.0
Debt 88.0 88.0
Net 116.0 150.0
Shares 6.5 6.5
Price per share $ 17.96 $ 23.22
_____________________________
2 https://www.healthcaretransactions.com/sale – price – skilled – nursing – facility – bed – rights/
________________________________________
Point 2: Discounted Cash Flow Model
In a Discounted Cash Flow Model, Diversicare is worth $17-$21 per share. We are assuming 2% revenue growth, 4-5% EBITDA margins, $8-10M in capital expenditures and working capital changes, 10% discount rate, and a terminal multiple of 8-9x.
Point 3: Simple Debt Pay Down Would Yield Substantial Equity Returns
Simply paying down debt over 4-5 years, while holding an 8-9x EV/FFO multiple, would yield a +28.4% annualized 5 year return or $33 share from the current share price. This requires zero FFO growth.
Exhibit 3: Diversicare Steady State Debt Pay down
Steady-State Debt Pay down 2017 2018 2019 2020 2021
FFO 24 24 24 24 24
Debt 88 64 40 16 -8
EV (8.5x FFO) 204 204 204 204 204
Debt 88 64 40 16 -8
MC 116 140 164 188 212
Shares 6.5 6.5 6.5 6.5 6.5
Price per share $ 17.96 $ 21.68 $ 25.39 $ 29.11 $ 32.82
Point 4: Value to Strategic Buyer
We believe that Diversicare would be an attractive target for companies such as National HealthCare ( NHC ) and Ensign ( ENSG ) who are primarily focused in skilled nursing. NHC composition of skilled nursing beds is 90% while Ensign’s is 80%. For example, NHC could achieve considerable synergistic scale while reducing public company costs and fixed corporate overhead by at least $5-10 million annually. If NHC were to acquire Diversicare, NHC ’s revenue could increase by 50% and EBITDA by over 30% with minimal synergies. A purchase price of $18 per share for Diversicare would represent less than 22% of NHC ’s enterprise value. Similarly, by purchasing Diversicare at $18 per share, Ensign could increase their revenue by 30% and EBITDA by 15% and acquire Diversicare for less than 15% of their current enterprise value .
Point 5: Dividend Case Study
Over the last three years, approximately 600 companies with market capitalizations between $10 million and $5 billion have increased their dividend payouts.
1. Over the last three years, the 600 companies that increased their dividends, saw their stock price increase by 43% vs. 30% for the relevant IWM index.
2. Companies that increased their dividend by 40%or more saw their stock price increase on average by 53%.
________________________________________
3. Companies that increased their dividend by 100% or more, saw their stock price increase on average by 67% (this excluded a retail stock BBBY, including BBBY the returns were +57%).
Clearly increasing dividends has shown to be an extremely effective tool that resonates with shareholders. On average, companies that increased their dividends, significantly outperformed the Russell 2000 index.
Conclusion
To conclude, we believe our suggestion to increase the annual dividend to $1.00 per share A) provides for a clear path forward and is readily executable, B) will contribute in closing the wide gap between current market prices and fair value, C) will help increase underlying trading volumes so that the company can enjoy the benefits of being publicly traded and D) achieves a balanced and fair outcome for all parties involved, including the company, shareholders, customers, and employees.
The American Way – Al Angrisani
In summary, I am frequently criticized for my strict—almost religious—adherence to the belief that the Board, management team and employees all work for the shareholders and that the shareholders MUST make money on their risk capital before we share in the fruits of our labor or equity appreciation in the company.After all, the fundamental truth of capitalism is that risk capital must be rewarded, or capitalism will cease to be capitalism because the investor will stop investing.
Sincerely,
John H. Lewis
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