-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DZsnGppQjPIT9p02Ld1PVIAHRC6SnZmfBqFNxdnFr5HhvsNaqjbDP3UBGHfABBxE 9XmrjnjcTj47VVRCrqbyeA== 0000908737-06-000145.txt : 20060301 0000908737-06-000145.hdr.sgml : 20060301 20060301122721 ACCESSION NUMBER: 0000908737-06-000145 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060301 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060301 DATE AS OF CHANGE: 20060301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIVE STAR QUALITY CARE INC CENTRAL INDEX KEY: 0001159281 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 043516029 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16817 FILM NUMBER: 06654075 BUSINESS ADDRESS: STREET 1: 400 CENTRE STREET CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 617 796 8387 MAIL ADDRESS: STREET 1: 400 CENTRE ST CITY: NEWTON STATE: MA ZIP: 02458 8-K 1 fivestar8k_mar01.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION

13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): March 1, 2006

 

FIVE STAR QUALITY CARE, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

            Maryland            

(State or other jurisdiction

of incorporation)

 

 

Commission File No. 1-16817

     04-3516029     
(IRS Employer
Identification No.)

 

     400 Centre Street, Newton, Massachusetts     
(Address of Principal Executive Offices)

          02458          
(Zip Code)

 

Registrant’s telephone number, including area code: (617) 796-8387

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

 

Item 2.02.  Results of Operations and Financial Condition.

On March 1, 2006, we issued a press release setting forth our results of operations and financial condition for the quarter and year ended December 31, 2005. A copy of our press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)

Exhibits.

We hereby furnish the following exhibit:

99.1

Press release dated March 1, 2006.

 

 

 

 



 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

FIVE STAR QUALITY CARE, INC.

 

 

By: /s/ Bruce J. Mackey Jr.                    

Name:

Bruce J. Mackey Jr.

Title:

Treasurer and Chief Financial Officer

Date: March 1, 2006

 

 



EX-99.1 2 ex99-1.htm

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

Contact:

Timothy A. Bonang,

 

 

Manager of Investor Relations

 

 

(617) 796-8149

 

 

www.fivestarqualitycare.com

 

FIVE STAR QUALITY CARE, INC. REPORTS

RESULTS FOR THE PERIODS ENDED DECEMBER 31, 2005

____________________________________

 

Newton, MA (March 1, 2006). Five Star Quality Care, Inc. (AMEX: FVE) today announced its financial results for the quarter and year ended December 31, 2005.

 

Results for the quarter ended December 31, 2005:

 

The loss from continuing operations was $1.1 million for the quarter ended December 31, 2005, compared to income from continuing operations of $1.5 million for the same quarter last year. Net (loss) income from continuing operations per share for the quarters ended December 31, 2005 and 2004 was $(0.06) and $0.15, respectively.

 

During the fourth quarter of 2005, Five Star elected to terminate one management agreement with Sunrise Senior Living (NYSE: SRZ) and recognized a related termination charge of $4.8 million. Without this charge, Five Star would have reported income from continuing operations and income per share from continuing operations in the fourth quarter of 2005 of $3.6 million and $0.18, respectively. We believe these adjusted amounts are a meaningful disclosure that may help shareholders to better understand our results of operations for the fourth quarter of 2005. (See page 6 of the Supplemental Information attached hereto for a reconciliation of these amounts.)

 

Results for the year ended December 31, 2005:

 

The loss from continuing operations was $81.2 million for the year ended December 31, 2005, compared to income from continuing operations of $5.7 million for the year ended December 31, 2004. Net (loss) income from continuing operations per share for the years ended December 31, 2005 and 2004 was $(5.46) and $0.65, respectively.

 

Occupancy and Average Daily Rate:

 

Five Star’s total occupancy for the quarter ended December 31, 2005, was 91%, compared to 89% for the same period in 2004. Occupancy for communities that Five Star has operated continuously since October 1, 2004 was 91% for the quarter ended December 31, 2005, compared to 90% for the same period in 2004.

 

The average daily rate for the quarter ended December 31, 2005 was $132, compared to $121 for the same period in 2004. The average daily rate for communities that Five Star has operated continuously since October 1, 2004 was $142 the quarter ended December 31, 2005, compared to $134 for same period in 2004.

 

Conference Call:

 

On Wednesday, March 1, 2006 at 1:00 p.m. Eastern Time, Evrett Benton, president and chief executive officer, and Bruce Mackey, treasurer and chief financial officer, will host a conference call to discuss the fourth quarter and year end 2005 financial results. Following the company’s remarks, there will be a question and answer period.

 

The conference call telephone number is (800) 810-0924. Participants calling from outside the United States and Canada should dial (913) 981-4900. No pass code is necessary to access the call from either number. Participants should dial

 

 



 

 

in about 15 minutes prior to the scheduled start of the call. A replay of the conference call will be available from 4:00 p.m. on March 1, 2006 through midnight on March 7, 2006. To hear the replay, dial (719) 457-0820. The replay pass code is 2824230.

 

A live audio webcast of the conference call will also be available in a listen only mode on the Company’s web site at www.fivestarqualitycare.com. Participants wanting to access the webcast should visit the Company’s web site about five minutes before the call. The archived webcast will be available for replay on the company’s web site for about one week after the call.

 

About Five Star Quality Care, Inc.:

 

Five Star Quality Care, Inc. is a healthcare services company which operates senior living communities. Five Star owns and leases 153 communities with over 17,100 separate living units located in 28 states. These communities include independent living, assisted living and skilled nursing facilities. Five Star also operates four institutional pharmacies, one of which provides mail order pharmaceuticals to the general public. Five Star is headquartered in Newton, Massachusetts.

 

 



Supplemental Information, page 1 of 6

 

FIVE STAR QUALITY CARE, INC.

CONSOLIDATED STATEMENT OF INCOME

(dollars in thousands, except per share data)

 

 

Three months ended

December 31,

Year ended

December 31,

 



 

2005

2004

2005

2004

 





Revenues:

 

 

 

 

Net revenues from residents

$ 188,916

$ 162,013

$ 724,051

$ 606,805

Pharmacy revenue

10,835

4,628

33,476

13,209

 





Total revenues

199,751

166,641

757,527

620,014

 

 

 

 

 

Operating expenses:

 

 

 

 

Wages and benefits

95,189

84,843

376,061

319,580

Other operating expenses

50,092

42,096

183,891

157,495

Pharmacy expenses

10,835

4,333

32,167

12,093

Management fee to Sunrise

4,345

5,096

21,256

19,293

Termination expense for certain Sunrise management agreements

 

4,750

-

 

86,286

 

-

Rent expense

25,920

22,217

99,691

83,235

General and administrative

7,714

5,264

27,775

19,635

Depreciation and amortization

1,828

796

7,114

3,372

Impairment of assets

-

-

2,333

-

 





Total operating expenses

200,673

164,645

836,574

614,703

 





 

 

 

 

 

Operating (loss) income

(922)

1,996

(79,047)

5,311

Interest and other income

526

96

1,543

1,666

Interest expense

(719)

(621)

(3,743)

(1,172)

 





 

 

 

 

 

(Loss) income from continuing operations before income taxes

 

(1,115)

 

1,471

 

(81,247)

 

5,805

Provision for income taxes

-

(8)

-

(120)

 





(Loss) income from continuing operations

(1,115)

1,463

(81,247)

5,685

 

Loss from discontinued operations

 

(1,090)

 

(398)

 

(2,912)

 

(2,394)

 





 

 

 

 

 

Net (loss) income

$ (2,205)

$ 1,065

$ (84,159)

$ 3,291

 





 

 

 

 

 

Weighted average shares outstanding

20,030

9,290

14,879

8,716

 





 

 

 

 

 

Basic and diluted (loss) income per share from:

 

 

 

 

 

Continuing operations

$ (0.06)

$ 0.15

$ (5.46)

$ 0.65

Discontinued operations

(0.05)

(0.04)

(0.20)

(0.27)

 





Net (loss) income per share

$ (0.11)

$ 0.11

$ (5.66)

$ 0.38

 





 

 

 

 

 

EBITDA(1):

 

 

 

 

Net (loss) income

$ (2,205)

$ 1,065

$ (84,159)

$ 3,291

Add: income taxes

-

8

-

120

Add: depreciation and amortization

1,828

796

7,114

3,372

Add: interest expense

719

621

3,743

1,172

Add: loss from discontinued operations

1,090

398

2,912

2,394

Less: interest and other income

(526)

(96)

(1,543)

(1,666)

 





EBITDA(1)

$ 906

$ 2,792

$ (71,993)

$ 8,683

 





 

(1)

We consider earnings before interest, taxes, depreciation and amortization, or EBITDA, to be an indicative measure of our operating performance. EBITDA is also useful in measuring our ability to service debt, fund capital expenditures and expand our business. We believe that EBITDA is a meaningful disclosure that may help shareholders to understand better our financial performance, including comparing our performance to similar numbers reported by other companies. However, EBITDA as presented may not be comparable to amounts calculated by other companies. This information should not be considered as an alternative to net income, income from continuing operations, operating profit, cash flow from operations, or any other operating or liquidity performance measure prescribed by accounting principles generally accepted in the United States.

 



Supplemental Information, page 2 of 6

 

FIVE STAR QUALITY CARE, INC.

SELECTED BALANCE SHEET DATA

(dollars in thousands)

 

 

 

 

 

 

As of December 31,

 


 

2005

 

2004

 


 


Assets

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$ 16,729

 

$ 30,942

Accounts receivable, net of reserve

46,124

 

36,742

Prepaid expenses and other current assets

32,027

 

27,974

 


 


Total current assets

94,880

 

95,658

 

 

 

 

Property and equipment, net

96,743

 

95,189

Other long term assets

37,317

 

32,138

 


 


Total assets

$228,940

 

$222,985

 


 


 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

Current liabilities

$89,968

 

$66,898

Long term liabilities

25,465

 

18,065

Mortgages payable, long term

44,703

 

42,118

Shareholders’ equity: 20,060,934 and 12,096,634

shares outstanding at December 31, 2005

and 2004, respectively

 

 

68,804

 

 

 

95,904

 


 


Total liabilities and shareholders’ equity

$228,940

 

$222,985

 


 


 

 



Supplemental Information, page 3 of 6

 

FIVE STAR QUALITY CARE, INC.

COMMUNITY OPERATING DATA

(dollars in thousands, except average daily rate)

 

 

Three months ended

Year ended

 

December 31,


December 31,


 

2005

2004

2005

2004

 





 

 

 

 

 

No. of communities (end of period)

153

146

153

146

No. of living units (end of period)

17,110

16,354

17,110

16,354

 

 

 

 

 

Occupancy

91%

89%

90%

89%

Average daily rate (ADR)

$ 132

$121

$129

$ 114

ADR % growth

9%

--

13%

--

 

 

 

 

 

Percent breakdown of net revenues from residents:

 

 

 

 

Medicare

15%

17%

15%

18%

Medicaid

21%

23%

21%

24%

Private

64%

60%

64%

58%

 





Total

100%

100%

100%

100%

 

 

 

 

 

Net revenues from residents

$188,916

$162,013

$ 724,051

$ 606,805

Net revenues from residents % growth

17%

--

19%

--

 

 

 

 

 

Community expenses(1)

$145,281

$ 126,939

$ 559,952

$477,075

Community expenses(1) as a % of net revenues from residents

77%

78%

77%

79%

 

(1)

Community expenses equals wages and benefits and other operating expenses.

 

 



Supplemental Information, page 4 of 6

 

FIVE STAR QUALITY CARE, INC.

SAME STORE COMMUNITY OPERATING DATA

(dollars in thousands, except average daily rate)

 

 

Three months ended

Year ended

 

December 31, (1)

December 31, (2)

 

2005

2004

2005

2004

 





 

 

 

 

 

No. of communities (end of period)

99

99

99

99

No. of living units (end of period)

13,710

13,710

13,710

13,710

 

 

 

 

 

Occupancy

91%

90%

90%

90%

Average daily rate (ADR)

$142

$134

$139

$133

ADR % growth

6%

--

5%

--

 

 

 

 

 

Percent breakdown of net revenues from residents:

 

 

 

 

Medicare

17%

18%

17%

18%

Medicaid

25%

25%

25%

25%

Private

58%

57%

58%

57%

 





Total

100%

100%

100%

100%

 

 

 

 

 

Net revenues from residents

$162,616

$152,350

$ 628,127

$597,142

Net revenues from residents % growth

7%

--

5%

--

 

 

 

 

 

Community expenses(3)

$126,993

$119,345

$491,952

$469,481

Community expenses(3) % growth

6%

--

5%

--

 

(1)

Communities that we operated continuously since October 1, 2004.

(2)

Communities that we operated continuously since January 1, 2004.

(3)

Community expenses equals wages and benefits and other operating expenses.

 



Supplemental Information, page 5 of 6

 

FIVE STAR QUALITY CARE, INC.

OTHER OPERATING DATA

(dollars in thousands)

 

 

 

Three months ended

Year Ended

 

December 31,

December 31,

 



 

2005

2004

2005

2004

 





 

 

 

 

 

No. of Communities (1) (end of period):

 

 

 

 

Assisted living & independent living communities

102

95

102

95

Skilled nursing communities

51

51

51

51

 





Total no. of communities

153

146

153

146

 

 

 

 

 

No. of living units (end of period):

 

 

 

 

Assisted living & independent living units

10,968

10,204

10,968

10,204

Skilled nursing units

6,142

6,150

6,142

6,150

 





Total no. of living units

17,110

16,354

17,110

16,354

 

 

 

 

 

Net revenues from residents:

 

 

 

 

Assisted living & independent living communities

$119,692

$98,543

$ 462,858

$360,566

Skilled nursing communities

68,528

62,871

259,111

244,494

Other (2)

696

599

2,082

1,745

 





Total net revenues from residents

$188,916

$162,013

$724,051

$606,805

 

 

(1) Communities are categorized by the type of living units which constitute a majority of the total living units at each community.

(2) Other net revenues from residents relates primarily to rehabilitation and other specialty service revenues.

 

 



Supplemental Information, page 6 of 6

 

Reconciliation of Income for the quarter ended December 31, 2005 from Continuing Operations excluding Termination Charges to Loss from Continuing Operations (dollars in thousands, except per share data):

 

 

 

For the three months ended

December 31, 2005

 

Amount

 

Per Share

 


 


Income from continuing operations excluding termination charge(1)

$ 3,635 

 

$0.18

Termination expense for a certain Sunrise Senior Living management agreement


(4,750)

 

 

 


 

 

Loss from continuing operations

$ (1,115)

 

$(0.06)

 


 


 

 

 

(1)

We believe these adjusted amounts are a meaningful disclosure that may help shareholders to understand better our results of operations for the fourth quarter of 2005. This information should not be considered as an alternative to income (loss) from continuing operations or income (loss) from continuing operations per share or any other operating or performance measure prescribed by accounting principles generally accepted in the United States.

 

 



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