-----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, MbQhyQel++le7UF5i+FWZlIm9Cs0I/joSXza1g7tf+xizYIUVmx0XXxCrrV0cHVB 7MXuCkyxnd1jf9yLUzQbpw== 0000950144-03-004298.txt : 20030331 0000950144-03-004298.hdr.sgml : 20030331 20030331164429 ACCESSION NUMBER: 0000950144-03-004298 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021231 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVOCAT INC CENTRAL INDEX KEY: 0000919956 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 621559667 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12996 FILM NUMBER: 03631460 BUSINESS ADDRESS: STREET 1: 277 MALLORY STATION RD STREET 2: STE 130 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 6157717575 MAIL ADDRESS: STREET 1: 227 MALLORY STATION ROAD STREET 2: SUITE 130 CITY: FRANKLIN STATE: TN ZIP: 37064 8-K 1 g81683e8vk.htm ADVOCAT INC ADVOCAT INC
Table of Contents

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 31, 2003

ADVOCAT INC.

(Exact name of Registrant as specified in its charter)
         
Delaware   001-12996   62-1559667

 
 
(State or Other Jurisdiction of   (Commission File Number)   (IRS Employer
Incorporation)       Identification Number)

277 Mallory Station Road, Suite 130 Franklin, Tennessee 37067


(Address of principal executive offices)

(615) 771-7575


(Registrant’s telephone number, including area code)

Not applicable


(Former name or former address,
if changed since last report)

 


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Item 12. Results of Operations and Financial Condition.
SIGNATURES
Exhibit Index
PRESS RELEASE DATED MARCH 31,2003


Table of Contents

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits

             
Number   Exhibit        

 
       
99.1   Press Release dated March 31, 2003 reporting results of operations for the fiscal year and quarter ending December 31, 2002.

Item 12. Results of Operations and Financial Condition.

     On March 31, 2003, Advocat Inc. (the “Company”) issued the press release attached hereto as Exhibit 99.1. The press release reports the Company’s results of operations for the fiscal year and quarter ended December 31, 2002. The press release is also being furnished pursuant to Item 9. Regulation FD Disclosure.

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Table of Contents

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 thereunto duly authorized.

         
    ADVOCAT INC.
 
       
 
    By:   /s/ William R. Council, III

William R. Council, III
Chief Executive Officer

Date: March 31, 2003

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Table of Contents

Exhibit Index

             
Exhibit No.            

           
99.1   Press release dated March 31, 2003.

4 EX-99.1 3 g81683exv99w1.txt PRESS RELEASE DATED MARCH 31,2003 EXHIBIT 99.1 ADVOCAT INC. 277 MALLORY STATION ROAD, SUITE 130 FRANKLIN, TENNESSEE 37067 (615) 771-7575 NEWS RELEASE - -------------------------------------------------------------------------------- Contact: William R. Council, III President and Chief Executive Officer ADVOCAT ANNOUNCES FOURTH QUARTER RESULTS FRANKLIN, Tenn. - (March 31, 2003) - Advocat Inc. (NASDAQ OTC: AVCA) today announced its results for the fourth quarter and year ended December 31, 2002. The Company reported a net loss for common stock of $6.6 million, or $1.20 per share, in the fourth quarter of 2002 compared to $8.6 million, or $1.57 per share, in the same period in 2001. The loss for the fourth quarter of 2002 included $1.8 million for impairment of long-lived assets and non-recurring charges, compared with $4.8 million for such charges in the fourth quarter of 2001. Net revenues for the fourth quarter of 2002 decreased 8.0% to $49.2 million compared with $53.5 million in the same period of 2001. FOURTH QUARTER RESULTS Net revenues for the fourth quarter of 2002 totaled $49.2 million compared with $53.5 million in the same quarter of the prior year, a decrease of 8.0%. Patient and resident revenues were $48.2 million compared with $52.6 million in the fourth quarter of 2001. The decrease in revenue results from previously announced lease terminations and a facility sale during 2002 and the fourth quarter of 2001. Revenues were also reduced by lower census and lower Medicare reimbursement rates following the expiration of temporary payment increases effective October 1, 2002. Management fees were $861,000 compared with $910,000 in the fourth quarter of 2001. Total expenses declined to $55.9 million compared with $61.9 million in the fourth quarter of 2001. Operating expenses represented 88% of revenues for the latest quarter compared with 85% of revenues in the fourth quarter of 2001. The Company reported a net loss for common stock of $6.6 million, or $1.20 per share, in the fourth quarter of 2002 compared with a loss of $8.6 million, or $1.57 per share, in the fourth quarter of 2001. The 2002 results include $1.8 million in charges for impairment of long-lived assets and non-recurring charges and the 2001 results include similar charges of $4.8 million. 2002 RESULTS Net revenues for 2002 were $199.1 million compared with $206.2 million in 2001, a decrease of 3.4%. Patient revenues increased to $166.5 million in 2002 from $162.2 million in 2001. The increase in patient revenues were due to increased Medicare utilization, Medicare rate increases at several facilities and increased Medicaid rates in certain states, partially offset by a 1.9% decline in census, the reduction in Medicare reimbursement rates in the fourth quarter of 2002, and reductions in revenues resulting from the sale of one nursing home facility in 2002 and lease terminations at two nursing home facilities in 2001. Resident revenues declined to $29.4 million compared with $40.7 million in 2001 due to the previously announced lease terminations during 2002. Management fees totaled $2.9 million in 2002 compared with $3.0 million in 2001. Total expenses declined to $212.0 million in 2002 compared with $227.8 million in 2001. Operating expenses represented 84% of net revenues in 2002 compared with 86% in 2001. -MORE- AVC Reports Fourth Quarter Results Page 2 March 31, 2003 The Company reported a net loss for common stock of $13.3 million, or $2.42 per share, in 2002 compared with a loss of $22.3 million, or $4.06 per share, for 2001. The loss for 2002 included $3.4 million for impairment of long-lived assets and non-recurring charges and similar charges of $4.8 million in 2001. Forward-looking statements made in this release involve a number of risks and uncertainties, including but not limited to, uncertainty regarding the Company's ability to restructure or refinance its debt, the impact of under insured professional liability claims, factors affecting the long-term care industry in general, governmental reimbursement, government regulation, health care reforms, the impact of future licensing surveys, changing economic and market conditions and other risk factors detailed in the Company's Securities and Exchange Commission filings. Advocat 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. Advocat Inc. provides long-term care services to nursing home patients and residents of assisted living facilities in 10 states, primarily in the Southeast, and three provinces in Canada. For additional information about the Company, visit Advocat's web site: http://www.irinfo.com/avc -MORE- AVC Reports Fourth Quarter Results Page 3 March 31, 2003 ADVOCAT INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data)
FOR THE THREE MONTHS FOR THE TWELVE MONTHS ENDED DECEMBER 31, ENDED DECEMBER 31, 2002 2001 2002 2001 ------------- -------------- ------------- ------------- REVENUES: Patient revenues $ 42,395 $ 42,568 $ 166,470 $ 162,196 Resident revenues 5,848 9,988 29,437 40,733 Management fees 861 910 2,856 2,993 Equity in joint venture income 30 38 163 150 Interest 48 (23) 142 109 ------------- -------------- ------------- ------------- Net revenues 49,182 53,481 199,068 206,181 ------------- -------------- ------------- ------------ OPERATING EXPENSES: Operating 43,353 45,559 167,522 177,588 Lease 3,811 5,243 17,194 20,776 General and administrative 4,449 3,761 14,274 13,864 Interest 1,110 1,085 4,093 5,108 Depreciation and amortization 1,429 1,388 5,549 5,632 Asset impairment and non-recurring charges 1,779 4,847 3,370 4,847 ------------- -------------- ------------- ------------- Total operating expenses 55,931 61,883 212,002 227,815 ------------- -------------- ------------- ------------- Loss before income taxes (6,749) (8,402) (12,934) (21,634) Provision (benefit) for income taxes (259) 126 69 410 -------------- -------------- ------------- ------------- Net loss (6,490) (8,528) (13,003) (22,044) Preferred stock dividends, accrued but not paid 96 58 269 231 ------------- -------------- ------------- ------------- NET LOSS FOR COMMON STOCK $ (6,586) $ (8,586) $ (13,272) $ (22,275) ============= ============== ============= ============= Basic loss per share $ (1.20) $ (1.57) $ (2.42) $ (4.06) ============= ============= ============ ============= Diluted loss per share $ (1.20) $ (1.57) $ (2.42) $ (4.06) ============= ============= ============ ============= Weighted average shares: Basic 5,493 5,493 5,493 5,493 ============= ============== ============= ============= Diluted 5,493 5,493 5,493 5,493 ============= ============== ============= =============
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