-----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, FIVQ89gAbnjqk33e0zRrkdIPBLvuAWfZsKH+BjF3+q4n12zGspC1ZaHz5TxdOayX K5SVTvWEAv5scbVefW45uw== 0000908737-06-000569.txt : 20060804 0000908737-06-000569.hdr.sgml : 20060804 20060804081154 ACCESSION NUMBER: 0000908737-06-000569 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060804 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060804 DATE AS OF CHANGE: 20060804 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: 061003767 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 fivestar-8k.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): August 4, 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   

   02458   

(Address of Principal Executive Offices)

(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 August 4, 2006, we issued a press release setting forth our results of operations and financial condition for the quarter and six months ended June 30, 2006. 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 August 4, 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: August 4, 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

Results for the Periods Ended June 30, 2006

____________________________________

 

Newton, MA (August 4, 2006). Five Star Quality Care, Inc. (AMEX: FVE) today announced its financial results for the periods ended June 30, 2006.

 

Results for the quarter ended June 30, 2006:

 

Loss from continuing operations was $86.1 million for the quarter ended June 30, 2006, compared to income from continuing operations of $2.2 million for the same period in 2005. (Loss) income from continuing operations per share for the quarters ended June 30, 2006 and 2005 was $(2.78) and $0.18, respectively.

 

During the second quarter of 2006, Five Star terminated 10 management agreements with Sunrise Senior Living, Inc. (NYSE: SRZ) and recognized a related termination charge of $89.8 million. Without this charge, Five Star would have reported income from continuing operations and income per share from continuing operations in the second quarter of 2006 of $3.8 million and $0.12, respectively. We believe these adjusted amounts are a meaningful disclosure that may help shareholders to understand better our results of operations for the second quarter of 2006. (See page 6 of the Supplemental Information attached hereto for a reconciliation of these adjusted amounts.)

 

Results for the six months ended June 30, 2006:

The loss from continuing operations was $83.2 million for the six months ended June 30, 2006, compared to income from continuing operations of $4.5 million for the same period in 2005. (Loss) income from continuing operations per share for the six months ended June 30, 2006 and 2005 was $(3.26) and $0.37, respectively. Without the charge related to the termination of the 10 Sunrise management agreements, Five Star would have reported income from continuing operations and income per share from continuing operations for the six months ended June 30, 2006 of $6.6 million and $0.26, respectively. We believe these adjusted amounts are a meaningful disclosure that may help shareholders to understand better our results of operations for the six months ended June 30, 2006. (See page 6 of the Supplemental Information attached hereto for a reconciliation of these adjusted amounts.)

 

Occupancy and Average Daily Rate:

 

Five Star’s total occupancy for the quarter ended June 30, 2006 was 91%, compared to 90% for the same period in 2005. Occupancy for communities that Five Star has operated continuously since April 1, 2005 was 91% for the quarter ended June 30, 2006, compared to 90% for the same period in 2005.

 


 

 

The average daily rate for the quarter ended June 30, 2006 was $132, compared to $124 for the same period in 2005. The average daily rate for communities that Five Star has operated continuously since April 1, 2005 was $129 for the quarter ended June 30, 2006, compared to $123 for same period in 2005.

 

Conference Call:

 

On Friday, August 4, 2006 at 11:00 a.m. Eastern Time, Evrett W. Benton, president and chief executive officer, and Bruce J. Mackey Jr., treasurer and chief financial officer, will host a conference call to discuss the financial results for the periods ended June 30, 2006. Following the Company’s remarks, there will be a question and answer period.

 

The conference call telephone number is (800) 765-0709. Participants calling from outside the United States and Canada should dial (913) 981-5564. 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 through Thursday, August 10, 2006. To hear the replay, dial (719) 457-0820. The replay pass code is 9141433.

 

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 151 communities with over 16,800 separate living units located in 27 states. These communities include independent living, assisted living and skilled nursing communities. Five Star also operates five institutional pharmacies, one of which also provides mail order pharmaceuticals to the general public. Five Star is headquartered in Newton, Massachusetts.

 

 



Supplemental Information, page 1of 6

 

FIVE STAR QUALITY CARE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in thousands, except per share data)

 

 

Three months ended June 30,

Six months ended June 30,

 



 

2006

2005

2006

2005

 





Revenues:

 

 

 

 

Net revenues from residents

$ 183,604

$ 171,301

$ 365,398

$ 340,795

Pharmacy revenue

13,065

7,100

24,410

12,356

 





Total revenues

196,669

178,401

389,808

353,151

 

 

 

 

 

Operating expenses:

 

 

 

 

Wages and benefits

95,285

86,247

186,961

174,326

Other operating expenses

45,856

44,798

94,420

85,735

Pharmacy expenses

12,407

6,427

23,189

11,451

Management fee to Sunrise Senior Living, Inc. (“Sunrise”)

2,854

5,620

6,392

11,240

Termination expense for certain Sunrise management agreements

 

89,833

-

 

89,833

 

-

Rent expense

26,402

24,277

52,563

48,460

General and administrative

7,734

6,093

14,635

12,702

Depreciation and amortization

2,291

1,862

4,561

3,384

 





Total operating expenses

282,662

175,324

472,554

347,298

 





 

 

 

 

 

Operating (loss) income

(85,993)

3,077

(82,746)

5,853

Interest and other income

816

320

1,140

566

Interest expense

(875)

(1,166)

(1,633)

(1,860)

 





 

 

 

 

 

(Loss) income from continuing operations before income taxes

 

(86,052)

 

2,231

 

(83,239)

 

4,559

Provision for income taxes

-

38

-

73

 





(Loss) income from continuing operations

(86,052)

2,193

(83,239)

4,486

 

Loss from discontinued operations

 

(1,139)

 

(1,026)

 

(2,293)

 

(2,066)

 





 

 

 

 

 

Net (loss) income

$ (87,191)

$ 1,167

$ (85,532)

$ 2,420

 





 

 

 

 

 

Weighted average shares outstanding

30,982

12,227

25,551

12,219

 





 

 

 

 

 

Basic and diluted (loss) income per share from:

 

 

 

 

 

Continuing operations

$ (2.78)

$ 0.18

$ (3.26)

$ 0.37

Discontinued operations

(0.04)

(0.08)

(0.09)

(0.17)

 





Net (loss) income per share

$ (2.82)

$ 0.10

$ (3.35)

$ 0.20

 





 

 

 

 

 

EBITDA(1):

 

 

 

 

Net (loss) income

$ (87,191)

$ 1,167

$ (85,532)

$ 2,420

Add: income taxes

-

38

-

73

Add: depreciation and amortization

2,291

1,862

4,561

3,384

Add: interest expense

875

1,166

1,633

1,860

Add: loss from discontinued operations

1,139

1,026

2,293

2,066

Less: interest and other income

(816)

(320)

(1,140)

(566)

 





EBITDA(1)

$ (83,702)

$ 4,939

$ (78,185)

$ 9,237

 





 

(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 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 of America.

 



 

 

Supplemental Information, page 2 of 6

 

FIVE STAR QUALITY CARE, INC.

SELECTED BALANCE SHEET DATA

(dollars in thousands)

 

 

 

 

 

 

At June 30,

 

At December 31,

 

2006

 

2005

 


 


Assets

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

$ 23,576

 

$ 16,729

Accounts receivable, net of reserve

46,340

 

46,124

Prepaid expenses and other current assets

41,890

 

32,027

 


 


Total current assets

111,806

 

94,880

 

 

 

 

Property and equipment, net

102,050

 

96,743

Other long term assets

38,478

 

37,317

 


 


Total assets

$ 252,334

 

$ 228,940

 


 


 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

Current liabilities

$ 83,889

 

$ 89,968

Long term liabilities

27,049

 

25,465

Mortgage notes payable, long term

44,423

 

44,703

Shareholders’ equity: 31,580,934 and 20,060,934 shares

issued and outstanding at June 30, 2006 and December 31,

2005, respectively

 

 

96,973

 

 

 

68,804

 


 


Total liabilities and shareholders’ equity

$ 252,334

 

$ 228,940

 


 


 

 

 

 

 

 



 

 

Supplemental Information, page 3 of 6

 

FIVE STAR QUALITY CARE, INC.

COMMUNITY OPERATING DATA

(dollars in thousands, except average daily rate)

 

 

 

Three months ended June 30,

Six months ended June 30,

 



 

2006

2005

2006

2005

 





No. of communities (end of period)

151

151

151

151

No. of living units (end of period)

16,810

16,810

16,810

16,810

 

 

 

 

 

Occupancy

91%

90%

91%

90%

Average daily rate (ADR)

$ 132

$ 124

$ 132

$ 124

ADR % growth

6%

--

6%

--

 

 

 

 

 

Percent breakdown of net revenues from residents:

 

 

 

 

Medicare

15%

15%

15%

15%

Medicaid

19%

19%

19%

19%

Private

66%

66%

66%

66%

 





Total

100%

100%

100%

100%

 

 

 

 

 

Net revenues from residents

$ 183,604

$ 171,301

$ 365,398

$ 340,795

Net revenues from residents % growth

7%

--

7%

--

 

 

 

 

 

Community expenses (1)

$ 141,141

$ 131,045

$ 281,381

$ 260,061

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

77%

76%

77%

76%

 

 

 

 

(1)

Community expenses equals wages and benefits and other operating expenses as shown on our consolidated statement of income.

 

 



 

 

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 June 30,(1)

Six months ended June 30,(2)

 



 

2006

2005

2006

2005

 





 

 

 

 

 

No. of communities (end of period)

145

145

144

144

No. of living units (end of period)

16,192

16,192

16,128

16,128

 

 

 

 

 

Occupancy

91%

90%

91%

90%

Average daily rate (ADR)

$ 129

$ 123

$ 128

$ 124

ADR % growth

5%

--

3%

--

 

 

 

 

 

Percent breakdown of net revenues from residents:

 

 

 

 

Medicare

15%

15%

15%

15%

Medicaid

19%

19%

19%

19%

Private

66%

66%

66%

66%

 





Total

100%

100%

100%

100%

 

 

 

 

 

Net revenues from residents

$ 179,382

$ 169,712

$ 355,737

$ 338,637

Net revenues from residents % growth

6%

--

5%

--

 

 

 

 

 

Community expenses (3)

$ 137,514

$ 130,188

$ 273,240

$ 258,837

Community expenses (3) % growth

6%

--

6%

--

 

 

 

(1)

Communities that we operated continuously since April 1, 2005.

 

(2)

Communities that we operated continuously since January 1, 2005.

 

(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 June 30,

Six months ended June 30,

 



 

2006

2005

2006

2005

 





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

 

 

 

 

Assisted living & independent living communities

102

102

102

102

Skilled nursing communities

49

49

49

49

 





Total no. of communities

151

151

151

151

 

 

 

 

 

No. of living units (end of period):

 

 

 

 

Assisted living & independent living units

12,403

12,403

12,403

12,403

Skilled nursing units

4,407

4,407

4,407

4,407

 





Total no. of living units

16,810

16,810

16,810

16,810

 

 

 

 

 

Net revenues from residents

 

 

 

 

Assisted living & independent living communities

$ 123,682

$ 113,802

$ 245,523

$ 225,303

Skilled nursing communities

59,599

57,193

119,114

114,909

Other (2)

323

306

761

583

 





Total net revenues from residents

$ 183,604

$ 171,301

$ 365,398

$ 340,795

 

 

 

 

 

 

 

(1) Communities are categorized by the type of living units which constitute a majority (or plurality) 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 from Continuing Operations excluding Termination Charges to Loss from Continuing Operations for the three and six months ended June 30, 2006 (dollars in thousands, except per share data):

 

 

 

Three months ended June 30,

Six months ended June 30,

 



 

Amount

Per Share

Amount

Per Share

 





Income from continuing operations excluding termination charges (1)

 

$3,781

 

$0.12

 

$6,594

 

$0.26

 

 

 

 

 

Termination expense for certain Sunrise management agreements

(89,833)

 

(89,833)

 

 


 


 

 

 

 

 

 

Loss from continuing operations

$ (86,052)

$ (2.78)

$ (83,239)

$ (3.26)

 





 

 

 

 

 

 

 

 

 

 

 

 

(1)

We believe these adjusted amounts are a meaningful disclosure that may help shareholders to understand better our results of operations for the three and six months ended June 30, 2006. 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 of America.

 

 

 

 

 

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