Diversicare Healthcare Services, Inc. (NASDAQ: DVCR), a premier
provider of long-term care services, today announced its results
for the second quarter ended June 30, 2019.
Second Quarter 2019
Highlights
- In the second quarter, the Company and the Department of
Justice ("DOJ") reached an agreement in principle to settle its
ongoing investigation. As a result of this agreement, the Company
increased its litigation contingency accrual by $3.1 million to a
total of $9.5 million.
- The Company recognized an additional $20.0 million of non-cash
income tax expense related to the increase in the valuation
allowance against our deferred tax assets during the quarter.
- Net loss from continuing operations was $(24.6) million, or
$(3.80) per share, in the second quarter of 2019, compared to net
loss from continuing operations of $(0.3) million, or $(0.05) per
share, in the second quarter of 2018.
- Adjusted EBITDA for the quarter was $0.6 million compared to
$4.6 million for the year ago quarter.
- Our adjusted EBITDAR for the quarter was $16.4 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 primary update
for the quarter is the announcement that we have reached an
agreement in principle to settle the ongoing DOJ investigation into
the Company’s therapy practices dating back to 2010. This
investigation period predates our leadership team and has been a
significant distraction for quite some time. We still have
some work ahead of us to finalize the agreement and related
Corporate Integrity Agreement, but reaching this agreement in
principle represents substantial progress in resolving this
matter. We ask that our investors please refer to our updated
SEC filings for further information."
Mr. McKnight continued, “You will note that we
also increased the valuation allowance against our deferred tax
assets this quarter via a non-cash tax expense item of $20
million. The accounting guidance related to matters like this
is very complicated, but because of our government settlement and
other financial factors we were required to complete the process of
evaluating these assets this quarter. We believe we have
significant positive financial evidence that we will continue to
evaluate each quarter going forward.”
Mr. McKnight concluded, "We made significant
progress on our exit from Kentucky this quarter, and we expect the
transaction to close in the third quarter. Our industry
continues to experience challenges and strong headwinds; however, I
am proud and amazed by the level of commitment that our team
members continue to exude in their efforts to deliver on our
mission, which is improving every life we touch by providing
exceptional healthcare and exceeding expectations."
Second Quarter 2019 Results
The following table summarizes key revenue and
census statistics for continuing operations for each period:
|
Three Months Ended June 30, |
|
2019 |
|
|
2018 |
Skilled nursing occupancy |
78.5 |
% |
|
|
79.8 |
% |
As a percent of total
census: |
|
|
|
|
Medicare census |
9.7 |
% |
|
|
10.6 |
% |
Medicaid census |
69.2 |
% |
|
|
68.9 |
% |
Managed Care census |
4.6 |
% |
|
|
4.2 |
% |
As a percent of total
revenues: |
|
|
|
|
Medicare revenues |
17.9 |
% |
|
|
19.7 |
% |
Medicaid revenues |
47.5 |
% |
|
|
46.5 |
% |
Managed Care revenues |
10.5 |
% |
|
|
9.4 |
% |
Average rate per day: |
|
|
|
|
Medicare |
$ |
458.33 |
|
|
|
$ |
455.29 |
|
Medicaid |
$ |
181.42 |
|
|
|
$ |
177.58 |
|
Managed Care |
$ |
393.81 |
|
|
|
$ |
397.49 |
|
Patient Revenues
Patient revenues were $135.4 million and
$141.1 million for the three months ended June 30, 2019 and
2018, respectively, a decrease of $5.7 million. The following
summarizes the revenue fluctuations attributable to changes in our
portfolio (in thousands):
|
Three Months Ended June 30, |
|
2019 |
|
2018 |
|
Change |
Same-store revenue |
$ |
135,370 |
|
|
$ |
136,544 |
|
|
$ |
(1,174 |
) |
2018 disposition revenue |
— |
|
|
4,538 |
|
|
(4,538 |
) |
Total revenue |
$ |
135,370 |
|
|
$ |
141,082 |
|
|
$ |
(5,712 |
) |
The three Kentucky centers we sold in December
2018 contributed $4.5 million of the $5.7 million decrease in
patient revenues. Our same-store patient revenues decreased by $1.2
million. Our average Medicaid rate per patient day for the
second quarter of 2019 increased compared to
the second quarter of 2018, resulting in an increase
in revenue of $1.6 million, or 2.1%. Our Hospice and Managed
Care average daily census for the second quarter
of 2019 increased 14.2% and 7.6%, respectively, resulting in
$1.0 million and $0.8 million in additional revenue, respectively.
Conversely, our Medicare, Medicaid and Private average daily census
for the second quarter of 2019 decreased 9.6%, 0.6%
and 13.3%, respectively, resulting in revenue losses of $2.7
million, $0.4 million and $1.4 million, respectively.
Operating Expense
Operating expense decreased in the second
quarter of 2019 to $108.6 million from $111.4 million in the second
quarter of 2018, a decrease of $2.8 million. Operating
expense increased as a percentage of revenue at 80.3% for the
second quarter of 2019 as compared to 79.0% for the second quarter
of 2018. The following table summarizes the expense increases
attributable to changes in our portfolio (in thousands):
|
Three Months Ended June 30, |
|
2019 |
|
2018 |
|
Change |
Same-store operating expense |
$ |
108,447 |
|
|
$ |
107,850 |
|
|
$ |
597 |
|
2018 disposition operating
expenses |
194 |
|
|
3,590 |
|
|
(3,396 |
) |
Total expense |
$ |
108,641 |
|
|
$ |
111,440 |
|
|
$ |
(2,799 |
) |
The three Kentucky centers we sold in December
2018 reduced operating expenses by $3.4 million. Our same-store
operating expenses increased by $0.6 million, which is mostly
attributable to increases in health insurance costs of $1.5 million
in the second quarter of 2019 compared to the second quarter of
2018. This was partially offset by decreases in nursing and
ancillary expenses and maintenance and utility costs of $0.8
million and $0.2 million, respectively, in the second quarter of
2019 compared to the second quarter of 2018.
One of the largest components of operating
expenses is wages, which decreased from $67.8 million in the second
quarter of 2018, to $65.2 million during the second quarter of
2019.
Lease expense in the second quarter of 2019
increased to $15.8 million as compared to $13.7 million in the
second quarter of 2018. The increase in lease expense was due
to rent increases resulting from the new master lease agreement
with Omega Healthcare Investors and the impact of non-cash
straight-line rent expense.
Professional liability expense was $3.0 million
and $3.2 million in the second quarters of 2019 and 2018,
respectively. Our cash expenditures for professional liability
costs of continuing operations were $1.7 million for the second
quarters of 2019 and 2018. Professional liability expense
fluctuates based on the results of our third-party professional
liability actuarial studies and cash expenditures are incurred to
defend and settle existing claims.
In June, 2019, the Company and the U.S.
Department of Justice reached an agreement in principle on the
financial terms of a settlement regarding a civil investigative
demand. In anticipation of the execution of final agreements and
payment of a settlement amount of $9.5 million, we recorded an
additional loss contingency expense of $3.1 million in the second
quarter of 2019 to increase our previously estimated and recorded
liability related to this investigation.
General and administrative expense was $7.6
million in the second quarter of 2019 as compared to $9.3 million
in the second quarter of 2018. General and administrative expense
decreased as a percentage of revenue to 5.6% in the second quarter
of 2019 from 6.6% in the second quarter of 2018. The decrease in
general and administrative expense is mainly attributable to $1.2
million of executive severance expense in the second quarter of
2018. The remaining change is due to a decrease in salaries and
related taxes of $0.7 million in the second quarter
of 2019 as compared to the second quarter
of 2018.
Depreciation and amortization expense was $3.0
million in the second quarter of 2019 as compared to $2.8 million
in the second quarter of 2018. The increase in depreciation expense
relates to the acceleration of depreciation for the leasehold
improvements in Kentucky, which are expected to be abandoned in the
third quarter of 2019.
Interest expense was $1.6 million in the second
quarter of 2019 and $1.7 million in the second quarter of 2018. The
decrease of $0.1 million is due to a decrease in the outstanding
borrowings on our loan facilities.
The Company recorded an income tax provision
of $17.4 million during the second quarter of 2019
and an income tax benefit of $0.4 million during the
second quarter of 2018. The increase in income tax expense is
attributable to a non-cash charge for a valuation allowance
recognized against our deferred tax assets in the amount
of $20.0 million in the second quarter of 2019.
As a result of the above, continuing operations
reported a loss of $7.2 million before income taxes for the second
quarter of 2019 as compared to a loss of $0.7 million for the
second quarter of 2018. Both basic and diluted loss per common
share from continuing operations were $3.80 for the second quarter
of 2019 as compared to both basic and diluted loss per common share
from continuing operations of $0.05 in the second quarter of
2018.
Receivables
Our net receivables balance increased $1.7
million to $68.0 million as of June 30, 2019, from $66.3
million as of December 31, 2018.
Conference Call Information
A conference call has been scheduled for Monday,
August 5, 2019 at 4:00 P.M. Central time (5:00 P.M. Eastern time)
to discuss second quarter 2019 results. The conference call
information is as follows:
|
|
|
Date: |
|
Monday, August 5, 2019 |
Time: |
|
4:00 P.M. Central, 5:00 P.M. Eastern |
Webcast Links: |
|
www.DVCR.com |
Dial in numbers: |
|
877.340.2552 (domestic) or
253.237.1159 (International)Conference ID:
3928137The 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 12,
2019, by dialing 855-859-2056 (domestic) or 404-537-3406
(international) and entering Conference ID 3928137.
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, our ability to successfully
integrate the operations of our 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, government regulation, the impact of the recently
adopted federal health care reform or any future health care
reform, 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, our ability to regain
compliance with the Nasdaq continued listing requirements, changes
in the anticipated results of operations, the effect of changes in
accounting policies as well as others. The Company has provided
additional information in its Annual Report on Form 10-K for the
fiscal year ended December 31, 2018, as well as in its other
filings with the Securities and Exchange Commission, which readers
are encouraged to review for further disclosure of other factors.
These assumptions may not materialize to the extent assumed, and
risks and uncertainties may cause actual results to be different
from anticipated results. These risks and uncertainties also may
result in changes to the Company’s business plans and prospects.
Diversicare Healthcare Services, Inc. is not responsible for
updating the information contained in this press release beyond the
published date, or for changes made to this document by wire
services or Internet services.
Diversicare provides long-term care services to
patients in 72 nursing centers and 8,214 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
SUBSIDIARIESINTERIM CONDENSED CONSOLIDATED BALANCE
SHEETS(In thousands)
|
|
June 30, 2019 |
|
December 31, 2018 |
|
|
(Unaudited) |
|
|
ASSETS: |
|
|
|
|
Current
Assets |
|
|
|
|
Cash and cash equivalents |
|
$ |
2,986 |
|
|
$ |
2,685 |
|
Receivables |
|
67,984 |
|
|
66,257 |
|
Self-insurance receivables, current portion |
|
2,350 |
|
|
4,475 |
|
Current assets of discontinued operations |
|
— |
|
|
86 |
|
Other current assets |
|
5,671 |
|
|
7,034 |
|
Total current assets |
|
78,991 |
|
|
80,537 |
|
|
|
|
|
|
Property and equipment, net |
|
50,642 |
|
|
53,099 |
|
Deferred income taxes, net |
|
— |
|
|
15,851 |
|
Acquired leasehold interest, net |
|
6,003 |
|
|
6,307 |
|
Operating lease assets |
|
371,289 |
|
|
— |
|
Other assets |
|
3,342 |
|
|
3,450 |
|
TOTAL
ASSETS |
|
$ |
510,267 |
|
|
$ |
159,244 |
|
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS' DEFICIT: |
|
|
|
|
Current
Liabilities |
|
|
|
|
Current portion of long-term debt and finance lease obligations,
net |
|
$ |
10,369 |
|
|
$ |
12,449 |
|
Trade accounts payable |
|
16,112 |
|
|
15,659 |
|
Current liabilities of discontinued operations |
|
— |
|
|
86 |
|
Current portion of operating lease liabilities |
|
23,011 |
|
|
— |
|
Accrued expenses: |
|
|
|
|
Payroll and employee benefits |
|
17,444 |
|
|
19,471 |
|
Current portion of self-insurance reserves |
|
12,590 |
|
|
13,158 |
|
Provider taxes |
|
2,362 |
|
|
2,394 |
|
Other current liabilities |
|
7,866 |
|
|
7,128 |
|
Total current liabilities |
|
89,754 |
|
|
70,345 |
|
Noncurrent
Liabilities |
|
|
|
|
Long-term debt and finance lease obligations, less current portion
and deferred financing costs, net |
|
67,130 |
|
|
60,984 |
|
Operating lease liabilities, less current portion |
|
356,062 |
|
|
— |
|
Self-insurance reserves, less current portion |
|
15,885 |
|
|
16,057 |
|
Accrued litigation contingency, less current portion |
|
9,000 |
|
|
6,400 |
|
Other noncurrent liabilities |
|
1,498 |
|
|
6,656 |
|
Total noncurrent liabilities |
|
449,575 |
|
|
90,097 |
|
|
|
|
|
|
SHAREHOLDERS’
DEFICIT |
|
(29,062 |
) |
|
(1,198 |
) |
|
|
|
|
|
TOTAL LIABILITIES AND
SHAREHOLDERS' DEFICIT |
|
$ |
510,267 |
|
|
$ |
159,244 |
|
|
|
|
|
|
|
|
|
|
DIVERSICARE HEALTHCARE SERVICES, INC. AND
SUBSIDIARIES INTERIM CONSOLIDATED STATEMENTS
OF OPERATIONS(In thousands, except per share data,
unaudited)
|
Three Months Ended June 30, |
|
2019 |
|
2018 |
PATIENT REVENUES, net |
$ |
135,370 |
|
|
$ |
141,082 |
|
Operating expense |
108,641 |
|
|
111,440 |
|
Facility-level operating income |
26,729 |
|
|
29,642 |
|
|
|
|
|
EXPENSES: |
|
|
|
Lease and rent expense |
15,802 |
|
|
13,725 |
|
Professional liability |
2,957 |
|
|
3,182 |
|
Litigation contingency expense |
3,100 |
|
|
— |
|
General and administrative |
7,594 |
|
|
9,295 |
|
Depreciation and amortization |
3,002 |
|
|
2,847 |
|
Total expenses less operating |
32,455 |
|
|
29,049 |
|
OPERATING (LOSS) INCOME |
(5,726 |
) |
|
593 |
|
OTHER INCOME (EXPENSE): |
|
|
|
Gain on sale of investment in unconsolidated affiliate |
— |
|
|
308 |
|
Interest expense, net |
(1,556 |
) |
|
(1,661 |
) |
Other income |
45 |
|
|
28 |
|
Total other expense |
(1,511 |
) |
|
(1,325 |
) |
LOSS FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES |
(7,237 |
) |
|
(732 |
) |
BENEFIT (PROVISION) FOR INCOME
TAXES |
(17,351 |
) |
|
425 |
|
LOSS FROM CONTINUING
OPERATIONS |
(24,588 |
) |
|
(307 |
) |
LOSS FROM DISCONTINUED
OPERATIONS: |
|
|
|
OPERATING LOSS |
(8 |
) |
|
(4 |
) |
NET LOSS |
$ |
(24,596 |
) |
|
$ |
(311 |
) |
|
|
|
|
NET LOSS PER COMMON
SHARE: |
|
|
|
Per common share – basic |
|
|
|
Continuing operations |
$ |
(3.80 |
) |
|
$ |
(0.05 |
) |
Discontinued operations |
— |
|
|
— |
|
|
$ |
(3.80 |
) |
|
$ |
(0.05 |
) |
|
|
|
|
Per common share – diluted |
$ |
(3.80 |
) |
|
$ |
(0.05 |
) |
Continuing operations |
— |
|
|
— |
|
Discontinued operations |
$ |
(3.80 |
) |
|
$ |
(0.05 |
) |
|
|
|
|
DIVIDENDS DECLARED PER SHARE
OF COMMON STOCK |
$ |
— |
|
|
$ |
0.055 |
|
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING: |
|
|
|
Basic |
6,472 |
|
|
6,370 |
|
Diluted |
6,472 |
|
|
6,370 |
|
|
|
|
|
|
|
DIVERSICARE HEALTHCARE SERVICES, INC. AND
SUBSIDIARIES INTERIM CONSOLIDATED STATEMENTS
OF OPERATIONS(In thousands, except per share data,
unaudited)
|
Six Months Ended June 30, |
|
2019 |
|
2018 |
PATIENT REVENUES, net |
$ |
269,723 |
|
|
$ |
282,367 |
|
Operating expense |
216,754 |
|
|
223,718 |
|
Facility-level operating income |
52,969 |
|
|
58,649 |
|
|
|
|
|
EXPENSES: |
|
|
|
Lease and rent expense |
31,606 |
|
|
27,438 |
|
Professional liability |
6,378 |
|
|
5,957 |
|
Litigation contingency expense |
3,100 |
|
|
— |
|
General and administrative |
15,107 |
|
|
17,434 |
|
Depreciation and amortization |
5,496 |
|
|
5,728 |
|
Total expenses less operating |
61,687 |
|
|
56,557 |
|
OPERATING (LOSS) INCOME |
(8,718 |
) |
|
2,092 |
|
OTHER INCOME (EXPENSE): |
|
|
|
Gain on sale of investment in unconsolidated affiliate |
— |
|
|
308 |
|
Interest expense, net |
(3,016 |
) |
|
(3,330 |
) |
Other income |
205 |
|
|
79 |
|
Total other expense |
(2,811 |
) |
|
(2,943 |
) |
LOSS FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES |
(11,529 |
) |
|
(851 |
) |
BENEFIT (PROVISION) FOR INCOME
TAXES |
(16,396 |
) |
|
463 |
|
LOSS FROM CONTINUING
OPERATIONS |
(27,925 |
) |
|
(388 |
) |
LOSS FROM DISCONTINUED
OPERATIONS: |
|
|
|
OPERATING LOSS |
(17 |
) |
|
(26 |
) |
NET LOSS |
$ |
(27,942 |
) |
|
$ |
(414 |
) |
|
|
|
|
NET LOSS PER COMMON
SHARE: |
|
|
|
Per common share – basic |
|
|
|
Continuing operations |
$ |
(4.33 |
) |
|
$ |
(0.06 |
) |
Discontinued operations |
— |
|
|
— |
|
|
$ |
(4.33 |
) |
|
$ |
(0.06 |
) |
|
|
|
|
Per common share – diluted |
$ |
(4.33 |
) |
|
$ |
(0.06 |
) |
Continuing operations |
— |
|
|
— |
|
Discontinued operations |
$ |
(4.33 |
) |
|
$ |
(0.06 |
) |
|
|
|
|
DIVIDENDS DECLARED PER SHARE
OF COMMON STOCK |
$ |
— |
|
|
$ |
0.11 |
|
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING: |
|
|
|
Basic |
6,448 |
|
|
6,342 |
|
Diluted |
6,448 |
|
|
6,342 |
|
|
|
|
|
|
|
DIVERSICARE HEALTHCARE SERVICES, INC. AND
SUBSIDIARIESINTERIM CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS(In thousands)
|
Six Months Ended June 30, |
|
2019 |
|
2018 |
NET
LOSS |
$ |
(27,942 |
) |
|
$ |
(414 |
) |
Discontinued operations |
(17 |
) |
|
(26 |
) |
Net loss from continuing operations |
(27,925 |
) |
|
(388 |
) |
Adjustments to reconcile net loss from continuing operations to
cash provided by (used in) operating activities: |
|
|
|
Depreciation and amortization |
5,496 |
|
|
5,728 |
|
Deferred income tax provision (benefit) |
16,008 |
|
|
(34 |
) |
Provision for self-insured professional liability, net of cash
payments |
2,559 |
|
|
1,722 |
|
Stock based compensation |
284 |
|
|
765 |
|
Provision for leases, net of cash payments |
2,564 |
|
|
(916 |
) |
Litigation contingency expense |
3,100 |
|
|
— |
|
Gain on sale of unconsolidated affiliate |
— |
|
|
(308 |
) |
Other |
487 |
|
|
283 |
|
Changes in other assets and liabilities |
(3,364 |
) |
|
(869 |
) |
Cash provided by (used in) operating activities |
(791 |
) |
|
5,983 |
|
Cash used in investing activities |
(2,496 |
) |
|
(3,588 |
) |
Cash provided by (used in)
financing activities |
3,588 |
|
|
(2,108 |
) |
Net increase in cash |
301 |
|
|
287 |
|
Cash beginning of period |
2,685 |
|
|
3,524 |
|
Cash end of period |
$ |
2,986 |
|
|
$ |
3,811 |
|
|
|
|
|
|
|
|
|
DIVERSICARE HEALTHCARE SERVICES,
INC. RECONCILIATION OF NET INCOME (LOSS) TO
EBITDA, ADJUSTED EBITDA AND ADJUSTED EBITDAR (In
thousands)
|
|
For Three Months Ended |
|
|
June 30, 2019 |
|
March 31, 2019 |
|
December 31, 2018 |
|
September 30, 2018 |
|
June 30, 2018 |
|
|
(Unaudited) |
|
(Unaudited) |
|
(Unaudited) |
|
(Unaudited) |
|
(Unaudited) |
Net income (loss) |
|
$ |
(24,596 |
) |
|
$ |
(3,346 |
) |
|
$ |
415 |
|
|
$ |
(7,397 |
) |
|
$ |
(311 |
) |
Loss from discontinued
operations, net of tax |
|
8 |
|
|
9 |
|
|
8 |
|
|
8 |
|
|
4 |
|
Income tax provision
(benefit) |
|
17,351 |
|
|
(955 |
) |
|
(80 |
) |
|
(207 |
) |
|
(425 |
) |
Interest expense |
|
1,556 |
|
|
1,460 |
|
|
1,657 |
|
|
1,666 |
|
|
1,661 |
|
Depreciation and
amortization |
|
3,002 |
|
|
2,494 |
|
|
2,509 |
|
|
2,964 |
|
|
2,847 |
|
Debt retirement costs (a) |
|
— |
|
|
— |
|
|
267 |
|
|
— |
|
|
— |
|
EBITDA |
|
(2,679 |
) |
|
(338 |
) |
|
4,776 |
|
|
(2,966 |
) |
|
3,776 |
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA adjustments: |
|
|
|
|
|
|
|
|
|
|
Litigation contingency expense
(b) |
|
3,100 |
|
|
— |
|
|
— |
|
|
6,400 |
|
|
— |
|
Severance expense (c) |
|
87 |
|
|
— |
|
|
157 |
|
|
— |
|
|
1,172 |
|
Gain on sale of assets (d) |
|
— |
|
|
— |
|
|
(4,825 |
) |
|
— |
|
|
— |
|
Gain on sale of investment in
unconsolidated affiliate (e) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(308 |
) |
Disposition related costs
(f) |
|
94 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Adjusted
EBITDA |
|
$ |
602 |
|
|
$ |
(338 |
) |
|
$ |
108 |
|
|
$ |
3,434 |
|
|
$ |
4,640 |
|
|
|
|
|
|
|
|
|
|
|
|
Lease expense (g) |
|
$ |
15,802 |
|
|
$ |
15,804 |
|
|
$ |
15,871 |
|
|
$ |
13,764 |
|
|
$ |
13,725 |
|
(a) |
Represents non-recurring debt retirement costs related to the
amendment of our debt agreements in December 2018. |
(b) |
Represents non-recurring expected costs associated with the DOJ
investigation. |
(c) |
Represents non-recurring costs associated with severance
expenses. |
(d) |
Represents non-recurring gain on sale of assets related to the sale
of three Kentucky centers in December 2018. |
(e) |
Represents non-recurring gain on the sale of an unconsolidated
affiliate in November 2016. The additional proceeds related to the
continuing liquidation of remaining net assets affiliated with the
partnership. |
(f) |
Represents non-recurring costs associated with disposition-related
transactions. |
(g) |
As management, we evaluate Adjusted EBITDA exclusive of lease
expense, or Adjusted EBITDAR, as a financial valuation metric. For
the three month period ended June 30, 2019, Adjusted EBITDAR is
calculated below. |
Adjusted EBITDA |
$ |
602 |
|
Lease expense |
15,802 |
|
Adjusted
EBITDAR |
$ |
16,404 |
|
DIVERSICARE HEALTHCARE SERVICES,
INC.RECONCILIATION OF NET INCOME (LOSS) FOR
DIVERSICARE HEALTHCARESERVICES, INC. COMMON
SHAREHOLDERS TO ADJUSTED NET INCOME (LOSS)FOR
DIVERSICARE HEALTHCARE SERVICES, INC. COMMON
SHAREHOLDERS (In thousands, except
per share data)
|
|
For Three Months Ended |
|
|
June 30, 2019 |
|
March 31, 2019 |
|
December 31, 2018 |
|
September 30, 2018 |
|
June 30, 2018 |
|
|
(Unaudited) |
|
(Unaudited) |
|
(Unaudited) |
|
(Unaudited) |
|
(Unaudited) |
Net income (loss) |
|
$ |
(24,596 |
) |
|
$ |
(3,346 |
) |
|
$ |
415 |
|
|
$ |
(7,397 |
) |
|
$ |
(311 |
) |
Adjustments: |
|
|
|
|
|
|
|
|
|
|
Litigation contingency expense (a) |
|
3,100 |
|
|
— |
|
|
— |
|
|
6,400 |
|
|
— |
|
Severance expense (b) |
|
87 |
|
|
— |
|
|
157 |
|
|
— |
|
|
1,172 |
|
Debt retirement costs (c) |
|
— |
|
|
— |
|
|
267 |
|
|
— |
|
|
— |
|
Gain on sale of assets (d) |
|
— |
|
|
— |
|
|
(4,825 |
) |
|
— |
|
|
— |
|
Gain on sale of unconsolidated affiliate (e) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(308 |
) |
Disposition related costs (f) |
|
94 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Tax impact of above adjustments (g) |
|
(40 |
) |
|
— |
|
|
(486 |
) |
|
— |
|
|
(474 |
) |
Discontinued operations, net of tax |
|
8 |
|
|
9 |
|
|
8 |
|
|
8 |
|
|
4 |
|
Adjusted net income
(loss) |
|
$ |
(21,347 |
) |
|
$ |
(3,337 |
) |
|
$ |
(4,464 |
) |
|
$ |
(989 |
) |
|
$ |
83 |
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income
(loss) per common share |
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(3.30 |
) |
|
$ |
(0.52 |
) |
|
$ |
(0.70 |
) |
|
$ |
(0.15 |
) |
|
$ |
0.01 |
|
Diluted |
|
$ |
(3.30 |
) |
|
$ |
(0.52 |
) |
|
$ |
(0.70 |
) |
|
$ |
(0.15 |
) |
|
$ |
0.01 |
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING: |
|
|
|
|
|
|
|
|
|
|
Basic |
|
6,472 |
|
|
6,424 |
|
|
6,402 |
|
|
6,400 |
|
|
6,370 |
|
Diluted |
|
6,472 |
|
|
6,424 |
|
|
6,402 |
|
|
6,400 |
|
|
6,470 |
|
(a) |
Represents non-recurring expected costs associated with the DOJ
investigation. |
(b) |
Represents non-recurring costs associated with severance
expenses. |
(c) |
Represents non-recurring debt retirement costs related to the
amendment of our debt agreements in December 2018. |
(d) |
Represents non-recurring gain on sale of assets related to the sale
of three Kentucky centers in December 2018. |
(e) |
Represents non-recurring gain on the sale of an unconsolidated
affiliate in November 2016. |
(f) |
Represents non-recurring costs associated with disposition-related
transactions. |
(g) |
Represents tax provision for the cumulative adjustments for each
period. |
We have included certain financial performance
and valuation measures in this press release, including EBITDA,
Adjusted EBITDA, Adjusted 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 (income) from
discontinued operations, interest expense, debt retirement costs,
income tax and depreciation and amortization. We define Adjusted
EBITDA as EBITDA adjusted for acquisition and disposition related
costs, gain on sale of assets, litigation contingency expense,
severance expense, and gain on sale of unconsolidated affiliate. We
define Adjusted EBITDAR as Adjusted EBITDA adjusted for rent
expense. We define Adjusted Net income (loss) as Net income (loss)
adjusted for acquisition and disposition related costs, debt
retirement costs, gain on sale of assets, litigation contingency
expense, severance expense, and gain on sale of unconsolidated
affiliate and income (loss) from discontinued operations.
Our measurements of EBITDA, Adjusted EBITDA,
Adjusted 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
the Company’s historical performance. Management believes that
Adjusted EBITDA, and Adjusted Net income (loss) are important
financial performance measurements because they eliminate certain
nonrecurring start-up losses and separation costs. 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 Adjusted EBITDAR in this press
release because we believe that such information is used by certain
investors as measures of the Company’s valuation. We believe that
Adjusted 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.
Adjusted 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 Adjusted EBITDAR, should not be construed as a
financial performance measure.
DIVERSICARE HEALTHCARE SERVICES, INC. |
SELECTED OPERATING STATISTICS |
(Unaudited) |
Three Months Ended June 30, 2019 |
|
|
As of June 30, 2019 |
|
|
|
Occupancy (Note 2) |
|
|
|
|
|
|
|
|
Region(Note 1) |
|
Licensed Nursing BedsNote (4) |
|
Available Nursing BedsNote (4) |
|
Skilled Nursing Weighted Average Daily Census |
|
Licensed Nursing Beds |
|
Available Nursing Beds |
|
Medicare Utilization |
2019
Q2 Revenue ($ in millions) |
|
Medicare Room and Board Revenue
PPD (Note 3) |
|
Medicaid Room and Board Revenue
PPD (Note 3) |
Alabama |
|
2,464 |
|
|
2,397 |
|
|
2,154 |
|
|
87.4 |
% |
|
89.9 |
% |
|
9.6 |
% |
|
$ |
45.3 |
|
|
$ |
433.10 |
|
|
$ |
189.78 |
|
Kansas |
|
464 |
|
|
464 |
|
|
392 |
|
|
84.6 |
% |
|
84.6 |
% |
|
9.4 |
% |
|
7.9 |
|
|
475.81 |
|
|
175.47 |
|
Kentucky |
|
1,043 |
|
|
1,039 |
|
|
763 |
|
|
73.2 |
% |
|
73.4 |
% |
|
10.7 |
% |
|
17.4 |
|
|
484.45 |
|
|
197.67 |
|
Mississippi |
|
1,039 |
|
|
1,004 |
|
|
864 |
|
|
83.2 |
% |
|
86.1 |
% |
|
12.4 |
% |
|
18.5 |
|
|
431.13 |
|
|
189.76 |
|
Missouri |
|
339 |
|
|
339 |
|
|
220 |
|
|
64.9 |
% |
|
64.9 |
% |
|
8.2 |
% |
|
4.0 |
|
|
480.16 |
|
|
144.76 |
|
Ohio |
|
403 |
|
|
393 |
|
|
453 |
|
|
112.4 |
% |
|
115.3 |
% |
|
12.9 |
% |
|
12.4 |
|
|
483.45 |
|
|
193.50 |
|
Tennessee |
|
617 |
|
|
551 |
|
|
433 |
|
|
70.2 |
% |
|
78.6 |
% |
|
11.3 |
% |
|
9.3 |
|
|
436.64 |
|
|
191.82 |
|
Texas |
|
1,845 |
|
|
1,662 |
|
|
1,172 |
|
|
63.5 |
% |
|
70.5 |
% |
|
5.8 |
% |
|
20.6 |
|
|
525.13 |
|
|
151.04 |
|
Total |
|
8,214 |
|
|
7,849 |
|
|
6,451 |
|
|
78.5 |
% |
|
82.2 |
% |
|
9.7 |
% |
|
$ |
135.4 |
|
|
$ |
458.33 |
|
|
$ |
181.42 |
|
|
Note 1: |
The Alabama region includes nursing centers in Alabama and Florida.
The Kentucky 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. |
|
Note 4: |
The Licensed and Available Nursing Bed counts above include only
licensed and available SNF beds. |
Company Contact:James R. McKnight, Jr.Chief Executive
Officer615-771-7575 |
|
Investor Relations: Kerry D. Massey Chief
Financial Officer 615-771-7575 |
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