-----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, G/aDImPc/QuEggtP9BP1op7E6CyoAAqC8CoyHX1OgQYn17f8Rh4J889tasj0kGcJ 69r/I3O10RpBzOFuUHNvMA== 0000950144-97-012311.txt : 19971117 0000950144-97-012311.hdr.sgml : 19971117 ACCESSION NUMBER: 0000950144-97-012311 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971114 SROS: NYSE 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: 10-Q SEC ACT: SEC FILE NUMBER: 001-12996 FILM NUMBER: 97719352 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 10-Q 1 ADVOCAT, INC. FORM 10-Q FQE: 9/30/97 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q CHECK ONE: [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 1997 ------------------ OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSACTION PERIOD FROM _________ TO _________. COMMISSION FILE NO.: 1-12996 --------- ADVOCAT INC. ------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 62-1559667 - ------------------------------- --------------------------------- (STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 277 MALLORY STATION ROAD, SUITE 130, FRANKLIN, TN 37067 ------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (615) 771-7575 -------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) NONE - -------------------------------------------------------------------------------- (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST REPORT.) INDICATE BY CHECK MARK WHETHER THE REGISTRANT: (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO --- --- 5,376,946 - -------------------------------------------------------------------------------- (OUTSTANDING SHARES OF THE ISSUER'S COMMON STOCK AS OF NOVEMBER 11, 1997) 2 PART I. FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS ADVOCAT INC. INTERIM CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, UNAUDITED)
September 30, December 31, 1997 1996 -------- -------- CURRENT ASSETS: Cash and cash equivalents $ 2,755 $ 1,942 Accounts receivable, less allowance for doubtful accounts of $2,524 at both dates 22,595 24,946 Income taxes receivable -0- -0- Inventories 1,041 667 Prepaid expenses and other assets 1,817 1,470 Deferred income taxes 1,026 1,941 -------- -------- Total current assets 29,234 30,966 -------- -------- PROPERTY AND EQUIPMENT, at cost 43,475 41,445 Less accumulated depreciation and amortization (11,442) (9,714) -------- -------- Net property and equipment 32,033 31,731 -------- -------- OTHER ASSETS: Deferred tax benefit 5,830 6,480 Deferred financing and other costs, net 1,016 1,021 Other 6,112 4,303 -------- -------- Total other assets 12,958 11,804 -------- -------- $ 74,225 $ 74,504 ======== ========
(Continued) -2- 3 ADVOCAT INC. INTERIM CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, UNAUDITED) (CONTINUED)
September 30, December 31, 1997 1996 ------- ------- CURRENT LIABILITIES: Current portion of long-term debt $ 742 $ 713 Trade accounts payable 8,504 7,715 Income taxes payable 109 906 Accrued expenses: Payroll and employee benefits 4,148 4,670 Worker's compensation 1,107 1,678 Other 1,835 1,744 ------- ------- Total current liabilities 16,445 17,426 ------- ------- NONCURRENT LIABILITIES: Long-term debt, less current portion 21,409 23,254 Deferred gains with respect to leases, net 3,661 3,956 Other 1,960 2,517 ------- ------- Total noncurrent liabilities 27,030 29,730 ------- ------- COMMITMENTS, CONTINGENCIES, AND GUARANTEE SHAREHOLDERS' EQUITY: Preferred stock, authorized 1,000,000 shares, $.10 par value, none issued and outstanding -0- -0- Common stock, authorized 20,000,000 shares, $.01 par value, 5,373,000 and 5,316,000 shares issued and outstanding at September 30, 1997 and December 31, 1996, respectively 54 53 Paid-in capital 15,597 15,083 Retained earnings 15,099 12,212 ------- ------- Total shareholders' equity 30,750 27,348 ------- ------- $74,225 $74,504 ======= =======
The accompanying notes are an integral part of these interim consolidated balance sheets. -3- 4 ADVOCAT INC. INTERIM CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS, AND UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 1997 1996 1997 1996 ---- ---- ---- ---- REVENUES: Patient revenues $ 42,663 $ 41,591 $128,394 118,688 Management fees 952 1,015 2,826 3,152 Interest 42 40 116 115 -------- -------- -------- -------- Net revenues 43,657 42,646 131,336 121,955 -------- -------- -------- -------- EXPENSES: Operating 36,139 33,823 105,072 97,101 Lease 3,577 3,659 11,192 10,733 General and administrative 2,328 2,104 7,046 6,314 Depreciation and amortization 667 585 2,000 1,617 Interest 458 489 1,471 1,156 -------- -------- -------- -------- Total expenses 43,169 40,660 126,781 116,921 -------- -------- -------- -------- INCOME BEFORE INCOME TAXES 488 1,986 4,555 5,034 PROVISION FOR INCOME TAXES 176 715 1,640 1,812 -------- -------- -------- -------- NET INCOME $ 312 $ 1,271 $ 2,915 $ 3,222 ======== ======== ======== ======== AVERAGE NUMBER OF COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING (Note 3) 5,439 5,319 5,346 5,314 ======== ======== ======== ======== EARNINGS PER SHARE (Note 3) $ .06 $ .24 $ .55 $ .61 ======== ======== ======== ========
The accompanying notes to interim financial statements are an integral part of these interim consolidated financial statements. -4- 5 ADVOCAT INC. INTERIM STATEMENTS OF CASH FLOWS (IN THOUSANDS AND UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 1997 1996 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,915 $ 3,222 Adjustments to reconcile net income to net cash provided from operating activities: Depreciation and amortization 2,000 1,617 Provision for doubtful accounts 1,389 931 Equity earnings in joint ventures (39) (35) Amortization of deferred credits (791) (844) Deferred income taxes 1,565 800 Change in assets and liabilities: Receivables, net 520 (2,672) Inventories (374) (48) Prepaid expenses and other assets (347) (32) Trade accounts payable and accrued expenses (1,010) 764 Other (9) (156) ------- ------- Net cash provided from operating activities 5,819 3,547 ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisitions, net -0- (5,381) Purchases of property and equipment, net (2,042) (1,802) Investment in TDLP (655) -0- Issuance of mortgage receivable, net (30) -0- Acquisition deposits, pre-opening costs and other (463) (193) Proceeds from TDLP transaction 151 71 Investment in joint venture -0- (2) Distributions from joint ventures 40 22 ------- ------- Net cash used in investing activities (3,276) (7,285) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from debt obligations -0- 6,044 Repayment of debt obligations (408) (1,498) Net proceeds (repayment) of bank line of credit (1,380) 1,245 Advances to TDLP, net (717) (939) Advances (to) from lessor, net 442 (190) Financing costs (181) (36) Proceeds from sale of common stock 514 208 ------- ------- Net cash provided from (used in) financing activities $(1,730) $ 4,834 ------- -------
(Continued) -5- 6 ADVOCAT INC. INTERIM STATEMENTS OF CASH FLOWS (IN THOUSANDS AND UNAUDITED) (CONTINUED)
NINE MONTHS ENDED SEPTEMBER 30, 1997 1996 ---- ---- INCREASE IN CASH AND CASH EQUIVALENTS $ 813 $1,096 CASH AND CASH EQUIVALENTS, beginning of period 1,942 1,076 ------ ------ CASH AND CASH EQUIVALENTS, end of period $2,755 $2,172 ====== ====== SUPPLEMENTAL INFORMATION: Cash payments of interest $1,472 $1,006 ====== ====== Cash payments of income taxes $ 872 $ 461 ====== ======
The Company received net benefit plan deposits and recorded net benefit plan liabilities of $64,000 and $132,000 in the nine month periods ended September 30, 1997 and 1996, respectively. In the period ended September 30, 1996, the Company assumed debt of $1,592,000 in connection with an acquisition. The accompanying notes to interim financial statements are an integral part of these interim consolidated financial statements. -6- 7 NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 1997 AND 1996 1. ORGANIZATION AND BACKGROUND: Advocat Inc. (together with its subsidiaries, "Advocat" or the "Company") commenced operations with an initial public offering of its common stock on May 10, 1994. The Company is a provider of long-term care services operating nursing homes and assisted living centers in the United States and Canada. Advocat's operational history can be traced to February 1980 through common senior management involved in different organizational structures. As of September 30, 1997, the Company operated 86 facilities composed of 65 nursing homes containing 7,341 licensed beds and 21 assisted living centers containing 2,406 units. Within this mix, the Company owned seven nursing homes, leased 37 nursing homes, and managed the remaining 21 nursing homes. The Company owned one assisted living center, leased seven assisted living centers, and managed the remaining 13 assisted living centers. In the United States, the Company operated 52 nursing homes and 3 assisted living centers, and in Canada, the Company operated 13 nursing homes and 18 assisted living centers. The Company's facilities provide a range of health care services to their residents. In addition to the nursing and social services usually provided in the long-term care facilities, the Company offers a variety of rehabilitative, nutritional, respiratory and other specialized ancillary services. The Company operates facilities in Alabama, Arkansas, Florida, Kentucky, North Carolina, Ohio, South Carolina, Tennessee, Texas, West Virginia and the Canadian provinces of Ontario and British Columbia. 2. BASIS OF FINANCIAL STATEMENTS The interim financial statements for the three and nine month periods ended September 30, 1997 and 1996, included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management of the Company, the accompanying interim financial statements reflect all adjustments (consisting of only normally recurring accruals) necessary to present fairly the financial position at September 30, 1997 and the results of operations for the three and nine month periods ended September 30, 1997 and 1996 and the cash flows for the nine month periods ended September 30, 1997 and 1996. Certain items have been reclassified in the 1996 financial statements to conform to the 1997 presentation. -7- 8 The results of operations for the three and nine month periods ended September 30, 1997 and 1996 are not necessarily indicative of the operating results for the entire respective years. These interim financial statements should be read in connection with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996. 3. EARNINGS PER SHARE Earnings per share is based on the weighted average number of the Company's common and common equivalent shares outstanding that pertain to the respective operations included in each period and is calculated as follows:
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 1997 1996 1997 1996 ---- ---- ---- ---- Weighted average shares: Average shares outstanding 5,333,000 5,316,000 5,324,000 5,299,000 Common stock equivalents -- Employee stock purchase plan 2,000 3,000 16,000 15,000 Options, conversion assumed under the treasury stock method 104,000 -0- 6,000 -0- ---------- ---------- ---------- ---------- Common and common equivalent shares outstanding 5,439,000 5,319,000 5,346,000 5,314,000 ========== ========== ========== ========== Net income $ 312,000 $1,271,000 $2,915,000 $3,222,000 ========== ========== ========== ========== Earnings per share $ .06 $ .24 $ .55 $ .61 ========== ========== ========== ==========
The Company is required to adopt the provisions of Statement of Financial Accounting Standards ("SFAS") No. 128 for financial statements with respect to all periods ending after December 15, 1997. Once adopted, all periods presented will be subject to the provisions of SFAS No. 128. Under the Company's present capital structure, the Company does not expect a material impact on its reported earnings per share. Two levels of earnings per share will be reported: (1) basic earnings per share (generally, average shares outstanding) and (2) diluted earnings per share (generally, inclusive of common stock equivalents). On a pro forma basis, both basic and diluted earnings per share for the periods currently presented equal earnings per share as reported. 4. SUBSEQUENT EVENTS Effective October 1, 1997, the Company completed the previously announced Pierce acquisition. The purchase price was $32.4 million. Related capital needs associated with the Pierce acquisition are expected to range up to $3.5 million to cover deal costs, deposits, initial working capital, the integration of its operations into the Company, and renovations to certain of the properties. Cash required at closing of $34.3 million was funded via short-term bridge financing. The bridge financing is due for repayment on December 30, 1997, and bears interest at the London Interbank Offered Rate plus 2.0% (7.6% through October 31, 1997). So long as the bridge financing is in place, the Company has agreed not to pledge or otherwise encumber the assets acquired in the Pierce acquisition. The Company has a commitment for $30.0 million in longer-term financing that is available to partially repay the bridge financing. However, the Company is continuing to evaluate the financing sources available to it with which to fund the repayment. Although the mix among various financing sources is not yet certain, the Company anticipates that the primary source of funding will be the issuance of new debt, which may bear interest at up to 1/2 percentage point higher than the bridge financing plus amortization of associated financing costs. The Pierce acquisition adds approximately 2,300 assisted living units to the Company's portfolio, all within the state of North Carolina. The group is anticipated to add in excess of $25.0 million in annualized revenues. In addition, the Company acquired two Canadian assisted living facilities on October 1, 1997. Immediately prior to the acquisitions, the Company had managed these facilities, which total 125 units, during receivership proceedings. The combined purchase price was $2.3 million, which was funded by $300,000 from internal sources and the issuance by the Company's principal Canadian lender of 10-year term loans totaling $2.0 million at 6.3% interest. -8- 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Advocat Inc. (together with its subsidiaries, "Advocat" or the "Company") commenced operations with an initial public offering of its common stock on May 10, 1994. The Company is a provider of long-term care services operating nursing homes and assisted living centers in the United States and Canada. Advocat's operational history can be traced to February 1980 through common senior management involved in different organizational structures. As of September 30, 1997, the Company operated 86 facilities composed of 65 nursing homes containing 7,341 licensed beds and 21 assisted living centers containing 2,406 units. Within this mix, the Company owned seven nursing homes, leased 37 nursing homes, and managed the remaining 21 nursing homes. The Company owned one assisted living center, leased seven assisted living centers, and managed the remaining 13 assisted living centers. In the United States, the Company operated 52 nursing homes and 3 assisted living centers, and in Canada, the Company operated 13 nursing homes and 18 assisted living centers. Effective October 1, 1997, the Company completed the acquisition of several facilities. Most significant is the acquisition of 29 assisted living facilities in North Carolina (the "Pierce Acquisition"). The Pierce Acquisition comprises 15 purchased facilities with 1,093 units and 14 additional facilities under lease with 1,209 units, or 2,302 total units. The Company has the option to purchase the leased facilities at fair market value after five years. In addition, the Company acquired two Canadian assisted living facilities totaling 125 units that it had managed immediately prior to the purchase. The Company's facilities provide a range of health care services to their residents. In addition to the nursing and social services usually provided in the long-term care facilities, the Company offers a variety of rehabilitative, nutritional, respiratory and other specialized ancillary services. The Company operates facilities in Alabama, Arkansas, Florida, Kentucky, North Carolina, Ohio, South Carolina, Tennessee, Texas, West Virginia and the Canadian provinces of Ontario and British Columbia. Basis of Financial Statements. The Company's patient revenues consist of the fees charged to the residents of the Company's leased and owned nursing homes and assisted living centers. Management fee revenues consists of the fees charged to the owners of the facilities managed by the Company. The management fee revenues are based on the respective contractual terms, which generally range from 3.5% to 6.0% of the net revenues of the managed facilities. As a result, the level of management fees is affected positively or negatively by the increase or decrease in the level of occupancy or rates per patient day of the managed facilities. Management fees also include consulting and development fee income. The Company's operating expenses include the costs incurred in the nursing homes and assisted living centers leased and owned by the Company. The Company's general and administrative expenses consist of the costs of the corporate office and regional support functions, including the costs incurred in providing management services to the nursing homes and assisted living centers managed by the Company. The Company's financial statements reflect the depreciation, amortization and interest expenses of the facilities owned by the Company as well as the depreciation expense associated with leasehold improvements and equipment owned by the Company and used in its leased facilities. -9- 10 RESULTS OF OPERATIONS The following tables present the unaudited interim statements of income and related data for the three and nine months ended September 30, 1997 and 1996.
(IN THOUSANDS) THREE MONTHS ENDED SEPTEMBER 30, 1997 1996 CHANGE % -------- -------- -------- ----- REVENUES: Patient revenues $ 42,663 $ 41,591 $ 1,072 2.6 Management fees 952 1,015 (63) (6.2) Interest 42 40 2 4.1 -------- -------- -------- Net revenues 43,657 42,646 1,011 2.4 -------- -------- -------- EXPENSES: Operating 36,139 33,823 2,316 6.8 Lease 3,577 3,659 (82) (2.3) General and administrative 2,328 2,104 224 10.6 Depreciation and amortization 667 585 82 14.0 Interest 458 489 (31) (6.4) -------- -------- -------- Total expenses 43,169 40,660 2,509 6.2 -------- -------- -------- INCOME BEFORE INCOME TAXES 488 1,986 (1,498) (75.4) PROVISION FOR INCOME TAXES 176 715 (539) (75.4) -------- -------- -------- NET INCOME $ 312 $ 1,271 $ (959) (75.4) ======== ======== ======== Net revenues less operating and general and administrative expenses $ 5,189 $ 6,719 $ (1,530) (22.8) ======== ======== ======== (IN THOUSANDS) NINE MONTHS ENDED SEPTEMBER 30, 1997 1996 CHANGE % -------- -------- --------- ----- REVENUES: Patient revenues $128,394 $118,688 $ 9,706 8.2 Management fees 2,826 3,152 (326) (10.3) Interest 116 115 1 0.9 -------- -------- -------- Net revenues 131,336 121,955 9,381 7.7 -------- -------- -------- EXPENSES: Operating 105,072 97,101 7,971 8.2 Lease 11,192 10,733 459 4.3 General and administrative 7,046 6,314 732 11.6 Depreciation and amortization 2,000 1,617 383 23.6 Interest 1,471 1,156 315 27.3 -------- -------- -------- Total expenses 126,781 116,921 9,860 8.4 -------- -------- -------- INCOME BEFORE INCOME TAXES 4,555 5,034 (479) (9.5) PROVISION FOR INCOME TAXES 1,640 1,812 (172) (9.5) -------- -------- -------- NET INCOME $ 2,915 $ 3,222 $ (307) (9.5) ======== ======== ======== Net revenues less operating and general and administrative expenses $ 19,218 $ 18,540 $ 678 3.7 ======== ======== ========
-10- 11 PERCENTAGE OF NET REVENUES
THREE MONTHS NINE MONTHS (IN THOUSANDS) ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, 1997 1996 1997 1996 ------ ------ ------ ------ REVENUES: Patient revenues 97.7% 97.5% 97.8% 97.3% Management fees 2.2 2.4 2.1 2.6 Interest 0.1 0.1 0.1 0.1 ----- ----- ----- ----- Net revenues 100.0% 100.0% 100.0% 100.0% ----- ----- ----- ----- OPERATING EXPENSES: Operating 82.8 79.3 80.0 79.6 Lease 8.2 8.6 8.5 8.8 General and administrative 5.3 4.9 5.4 5.2 Depreciation and amortization 1.5 1.4 1.5 1.3 Interest 1.1 1.1 1.1 1.0 ----- ----- ----- ----- Total expenses 98.9 95.3 96.5 95.9 ----- ----- ----- ----- INCOME BEFORE INCOME TAXES 1.1 4.7 3.5 4.1 PROVISION FOR INCOME TAXES 0.4 1.7 1.3 1.5 ----- ----- ----- ----- NET INCOME 0.7% 3.0% 2.2% 2.6% ===== ===== ===== ===== Net revenues less operating and general and administrative expenses 11.9% 15.8% 14.6% 15.2% ===== ===== ===== =====
REGULATORY ISSUES The Company's third quarter operating results were profoundly affected by regulatory issues in the State of Alabama. In late June, the Company received notification from the State that, as a result of certain deficiencies noted upon periodic survey of one of its facilities in Mobile, the facility would be decertified from participation in the Medicare and Medicaid programs and that licensure revocation could be pursued. The Company appealed this decision, noting that none of the deficiencies were life-threatening, and that the deficiencies noted did not warrant the penalty imposed. This appeal was denied by the State agency and, as a result, the facility was decertified for 38 days before a resurvey found it to be in compliance. The facility was recertified for participation in the Medicare and Medicaid programs in early September. In August, the State of Alabama decertified and indicated an intent to pursue license revocation at the Company's second facility in Mobile based on certain deficiencies noted upon survey. Once again, the Company objected noting that there were no life-threatening deficiencies, that this facility had been judged deficiency-free on a previous annual survey and that it was JCAHO accredited. The Company successfully passed a resurvey in early November; however, as a result of inexplicable delays in the resurvey process, this facility could suffer a total decertification period of 91 days (24 days in the third quarter and 67 days in the fourth quarter). The Company is appealing the length of time taken to resurvey the facility and, thus, the period of decertification. -11- 12 In both cases, the State has stayed its proceedings to license revocation, agreeing that resolution of all issues is well under way. Management believes that the aggressive measures taken by the State were not warranted, particularly when the regulations prescribe a continuum of intermediate penalties to be imposed before decertification. The Company has aggressively pursued improved communications with the State and has reached agreement with the State on methods of improved operations. The Company's remaining five Alabama facilities have successfully passed their most recent annual licensure surveys. The Company, in response to the regulatory problems at the two Mobile facilities, entered into a reorganization of its regional and facility management, conducted in-depth reviews of all seven of the Company's Alabama facilities, engaged nationally recognized consultants to assist in achieving compliance and engaged local legal counsel familiar with the Alabama regulations and regulators. As a result of the expenditures associated with these actions, fines and penalties associated with the survey issues, lost revenues from Medicare and Medicaid programs, charity care provided to continuing patients who had been admitted under those programs, and census declines, the Company experienced an estimated negative impact on third quarter earnings of $1.0 to $1.2 million after taxes, or $0.20 to $0.22 per share. The negative financial impact of the prolonged period of decertification of the second facility on the fourth quarter results is not yet known. The Company expects the Alabama operations to return to normal levels during the first quarter of 1998. THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED WITH THREE MONTHS ENDED SEPTEMBER 30, 1996 Revenues. Net revenues increased to $43.6 million in 1997 from $42.6 million in 1996, an increase of $1.0 million, or 2%. Patient revenues increased to $42.7 million in 1997 from $41.6 million in 1996, an increase of $1.1 million, or 3%. Compared to the prior year period, the Company's average patient per diem increased 6%, which accounted for an increase of approximately $2.5 million in patient revenues. These increases were offset by foregone revenues with respect to the decertified facilities and to one facility that was closed in April 1997. Excluding these facilities, there was a 1.9% decline in patient days among homes in operation for at least one year. While the recent increases in reimbursement rates received by the Company have met or exceeded expectations, the Company anticipates that it is likely states will continue to seek ways to retard the rate of growth in Medicaid program rates. The Company's quality mix improved compared to the prior year period. As a percent of net patient revenues, Medicare increased to 25.0% in 1997 from 24.2% in 1996 while Medicaid decreased to 53.9% in 1997 from 57.9% in 1996. Ancillary service revenues, prior to contractual allowances, increased to $14.2 million in 1997 from $13.8 million in 1996, an increase of $391,000, or 3%. Since 1994, the Company has emphasized the expansion of its ancillary service revenues. Substantial increases in ancillary revenues were realized throughout 1995 and 1996. However, as noted in the Company's Annual Report on Form 10-K for the year ended December 31, 1996, the trend of substantial increases diminished throughout 1996. In the 1997 period, ancillary revenues have been retarded due to the transition from multiple therapy providers to one primary therapy provider in a majority of the Company's nursing homes. The Company continues to emphasize the expansion of its ancillary revenues. Management's expectation is that ancillary service revenues will trend flat or result in modest increases over the foreseeable future. -12- 13 Management fee revenues remained essentially flat at approximately $1.0 million in both periods. The 1996 amount included $100,000 in consulting fees earned with respect to the development of homes opened in 1996. Management fees, exclusive of the non-recurring consulting fees, increased 4% in 1997 over 1996 levels. Operating Expense. Operating expense increased to $36.1 million in 1997 from $33.8 million in 1996, an increase of $2.3 million, or 7%. As a percent of net patient revenues, operating expense increased to 84.7% in 1997 from 81.3% in 1996. The percentage increase is primarily due to the decertification problems in Alabama; exclusive of the Alabama region, the Company's operating expense percentage was 81.2%. Wages increased to $16.6 million in 1997 from $15.5 million in 1996, an increase of $1.1 million, or 7%. Salaries and wages with respect to facilities in operation for at least one year increased $929,000, or 6%. The Company's wage increases are generally in line with inflation; the larger increase is due primarily to a 21% increase in Alabama that arose principally from staffing responses to the decertification issues. The percentage of net revenues less operating and general and administrative expenses declined to 11.9% in 1997 from 15.8% in 1996. Exclusive of the Alabama region, this percentage was 14.6% in the 1997 period. This percentage is primarily impacted by the Company's ability to control operating expense in relation to occupancy levels. Lease Expense. Lease expense decreased to $3.6 million in 1997 from $3.7 million in 1996, a decrease of $82,000, or 2%. This decline is partially attributable to reduced profit-sharing lease accruals with respect to one of the decertified facilities. General and Administrative Expense. General and administrative expense increased to $2.3 million in 1997 from $2.1 million in 1996, an increase of $223,000, or 11%. The increase is primarily attributable to the expense of new positions added to service the Company's expanded operations. As a percent of total net revenues, general and administrative expenses increased to 5.3% in 1997 from 4.9% in 1996. Depreciation and Amortization. Depreciation and amortization expenses increased to $667,000 in 1997 from $585,000 in 1996, an increase of $82,000, or 14%. Interest Expense. Interest expense decreased to $458,000 in 1997 from $489,000 in 1996, a decrease of $31,000, or 6%. Income Before Income Taxes; Net Income; Earnings Per Share. As a result of the above, income before income taxes was $488,000 in 1997 as compared with $2.0 million in 1996, a decrease of $1.5 million, or 75%. The effective combined federal, state and provincial income tax rate was 36% for both 1997 and 1996. Net income was $312,000 in 1997 as compared with $1.3 million in 1996, a decrease of $1.0 million, and earnings per share was $.06 in 1997 as compared with $.24 in 1996. NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED WITH NINE MONTHS ENDED SEPTEMBER 30, 1996 In keeping with its goal to add attractive long-term care operations to its portfolio, during 1996 the Company completed several acquisitions. Four facilities were added via purchase and one via lease for a combined total of 410 beds. These facilities are hereafter referred to as the "New Homes." The acquisition of the New Homes -13- 14 has added significantly to the Company's volume of business since 1996, and the comparison of results between 1997 and 1996 is materially impacted by them. In an effort to highlight this impact, the contribution to operations by facilities operated by the Company for less than one year are attributed in the following discussion to the New Homes. (Due to the timing of the acquisitions, their impact on the comparability of the quarter alone is minimal.) Revenues. Net revenues increased to $131.3 million in 1997 from $121.9 million in 1996, an increase of $9.4 million, or 8%. Patient revenues increased to $128.4 million in 1997 from $118.7 million in 1996, an increase of $9.7 million, or 8%. Of this increase, $4.9 million is attributable to the New Homes. Compared to the prior year period, the Company's average patient per diem increased 7%, which accounted for an increase of approximately $7.6 million in patient revenues. These increases were offset by foregone revenues with respect to the decertified facilities and to one facility that was closed in April 1997. Excluding these facilities, there was a 0.8% decline in patient days among homes in operation for at least one year. While the recent increases in reimbursement rates received by the Company have met or exceeded expectations, the Company anticipates that it is likely states will continue to seek ways to retard the rate of growth in Medicaid program rates. The Company's quality mix improved compared to the prior year period. As a percent of net patient revenues, Medicare increased to 26.3% in 1997 from 25.7% in 1996 while Medicaid decreased to 54.4% in 1997 from 56.2% in 1996. Ancillary service revenues, prior to contractual allowances, decreased slightly to $42.9 million in 1997 from $43.0 million in 1996, a decrease of $77,000. Since 1994, the Company has emphasized the expansion of its ancillary service revenues. Substantial increases in ancillary revenues were realized throughout 1995 and 1996. However, as noted in the Company's Annual Report on Form 10-K for the year ended December 31, 1996, the trend of substantial increases diminished throughout 1996. In the 1997 period, ancillary revenues were retarded due to the transition from multiple therapy providers to one primary therapy provider in a majority of the Company's nursing homes. The Company continues to emphasize the expansion of its ancillary revenues. Management's expectation is that ancillary service revenues will trend flat or result in modest increases over the foreseeable future. Management fee revenues decreased by $326,000, or 10%. The decrease is primarily due to $500,000 in consulting fees earned in 1996 with respect to the development of three homes opened in 1996. Management fees, exclusive of the non-recurring consulting fees, increased 7% in 1997 over 1996 levels. Operating Expense. Operating expense increased to $105.1 million in 1997 from $97.1 million in 1996, an increase of $8.0 million, or 8%. Of this increase, $4.3 million is attributable to the New Homes. As a percent of net patient revenues, operating expense remained at 81.8% in 1997 as it was in 1996. The 1997 percentage was larger than it otherwise would have been due to the decertification problems in Alabama; exclusive of the Alabama region, the Company's operating expense percentage was 81.0%. Wages increased to $47.8 million in 1997 from $43.6 million in 1996, an increase of $4.2 million, or 10%. Of this increase, $2.1 million is attributable to the New Homes. Salaries and wages with respect to facilities in operation for at least one year increased $2.1 million, or 5%. The Company's wage increases are generally in line with inflation; the larger increase is due in part to a 10% increase in Alabama that arose principally from staffing responses to the decertification issues. The percentage of net revenues less operating and general and administrative expenses declined to 14.6% in 1997 from 15.2% in 1996. Exclusive of the Alabama region, this percentage remained at 15.2% in the 1997 period. This percentage was dampened due to exit costs associated with the facility closed in April 1997. This percentage is primarily impacted by the Company's ability to control operating expense in relation to occupancy levels. -14- 15 Lease Expense. Lease expense increased to $11.2 million in 1997 from $10.7 million in 1996, an increase of $459,000, or 4%. Of this increase, $114,000 is attributable to the New Homes and increased rent associated with the addition of 42 beds among four existing nursing homes. The remainder is primarily attributable to inflationary increases included in the terms of a majority of the Company's operating leases. General and Administrative Expense. General and administrative expense increased to $7.0 million in 1997 from $6.3 million in 1996, an increase of $732,000, or 12%. The increase is primarily attributable to the expense of new positions added to service the Company's expanded operations. As a percent of total net revenues, general and administrative expenses increased to 5.4% in 1997 from 5.2% in 1996. Depreciation and Amortization. Depreciation and amortization expenses increased to $2.0 million in 1997 from $1.6 million in 1996, an increase of $383,000, or 24%. Of this increase, $195,000 is attributable to the New Homes. Interest Expense. Interest expense increased to $1.5 million in 1997 from $1.2 million in 1996, an increase of $315,000, or 27%. Of this increase, $331,000 is attributable to indebtedness related to the New Homes. Income Before Income Taxes; Net Income; Earnings Per Share. As a result of the above, income before income taxes was $4.5 million in 1997 as compared with $5.0 million in 1996, a decrease of $479,000, or 10%. The effective combined federal, state and provincial income tax rate was 36% for both 1997 and 1996. Net income was $2.9 million in 1997 as compared with $3.2 million in 1996, a decrease of $307,000, and earnings per share was $.55 in 1997 as compared with $.61 in 1996. LIQUIDITY AND CAPITAL RESOURCES At September 30, 1997, the Company's working capital was $12.8 million with a current ratio of 1.8 as compared with $13.5 million with a current ratio of 1.8 at December 31, 1996. Net cash provided from operating activities totaled $5.8 million and $3.5 million for the nine months ended September 30, 1997 and 1996, respectively. These amounts primarily represent the cash flows from income plus depreciation and amortization along with the changes in working capital components. Net cash used in investing activities totaled $3.3 million and $7.3 million for the nine months ended September 30, 1997 and 1996, respectively. These amounts primarily represent capital expenditures for equipment for and improvements to the Company's existing facilities, additional investment in TDLP in 1997 and acquisitions in 1996. The Company and its predecessor business have used between $1.7 million and $3.0 million for capital -15- 16 expenditures for facility improvements and equipment in each of the last three calendar years. Such expenditures were financed through working capital resources. For the year ended December 31, 1997, the Company anticipates that such expenditures for its existing facility operations will be approximately $3.0 million including approximately $1.0 million for non-routine projects. Net cash provided from (used in) financing activities totaled ($1.7 million) and $4.8 million for the nine months ended September 30, 1997 and 1996, respectively. The 1997 amount primarily represents repayment of debt obligations and advances to TDLP offset by proceeds from the sale of common stock and by repayment of advances from a lessor. The 1996 amount primarily represents proceeds from long-term debt and bank line of credit offset by advances and debt repayments. Effective October 1, 1997, the Company completed the previously announced Pierce Acquisition. The purchase price was $32.4 million. Related capital needs associated with the Pierce Acquisition are expected to range up to $3.5 million to cover deal costs, deposits, initial working capital, the integration of its operations into the Company, and renovations to certain of the properties. Cash required at closing of $34.3 million was funded via short-term bridge financing. The bridge financing is due for repayment on December 30, 1997, and bears interest at the London Interbank Offered Rate ("LIBOR") plus 2.0% (7.6% through October 31, 1997). So long as the bridge financing is in place, the Company has agreed not to pledge or otherwise encumber the assets acquired in the Pierce Acquisition. The Company has a commitment for $30.0 million in longer-term financing that is available to partially repay the bridge financing. However, the Company is continuing to evaluate the financing sources available to it with which to fund the repayment. Although the mix among various financing sources is not yet certain, the Company anticipates that the primary source of funding will be the issuance of new debt, which may bear interest at up to 1/2 percentage point higher than the bridge financing plus amortization of associated financing costs. The Pierce Acquisition adds approximately 2,300 assisted living units to the Company's portfolio, all within the state of North Carolina. The group is anticipated to add in excess of $25.0 million in annualized revenues. In addition, the Company acquired two Canadian assisted living facilities on October 1, 1997. Immediately prior to the acquisitions, the Company had managed these facilities, which total 125 units, during receivership proceedings. The combined purchase price was $2.3 million, which was funded by $300,000 from internal sources and the issuance by the Company's principal Canadian lender of 10-year term loans totaling $2.0 million at 6.3% interest. At September 30, 1997, the Company had total debt outstanding of $22.2 million of which $10.0 million was principally mortgage debt bearing interest at rates currently ranging from 7.0% to 10.0%. The Company's remaining debt was drawn under its credit lines. On December 31, 1996, the Company entered into two new lines of credit including a $10.0 million working capital line and a $40.0 million acquisition line. The working capital line of credit provides for working capital loans and letters of credit aggregating up to the lesser of $10.0 million or the borrowing base, as defined. The Company's obligations under the working capital line are secured by certain accounts receivable and substantially all other Company assets. Advances under the working capital line bear interest payable monthly at either LIBOR plus 2.50 % or the lending bank's Index rate with the choice of rate being at the Company's option (8.2% based upon LIBOR at September 30, 1997). The working capital line terminates and all outstanding borrowings are due in December 1999. As of September 30, 1997, the Company had drawn $1.1 million, had $5.4 million of letters of credit outstanding, and had $3.5 million remaining borrowing capability under the working capital line. As of November 11, 1997, the amount drawn under the working capital line of credit had increased to $2.0 million leaving approximately $2.5 million borrowing capacity available as of that date. The acquisition line of credit of $40.0 million, less outstanding borrowings, is available to fund approved acquisitions through October 1999. The Company's obligations -16- 17 under the acquisition line are secured by the assets acquired with the draws under the acquisition line. Advances under the acquisition line bear interest, payable monthly, at LIBOR plus a defined spread with respect to each facility based upon its loan-to-value ratio and debt service coverage (8.4% at September 30, 1997). Individual advances made under the acquisition line are due three years from the date of initial funding. As of both September 30, 1997, and November 11, 1997, the Company had drawn $11.1 million under the acquisition line, which amount was secured by four nursing homes, and had $28.9 million available for future acquisitions. The Company does not plan to draw on its existing working capital or acquisition lines of credit to finance the repayment of the bridge loan that funded the Pierce Acquisition. During the first quarter of 1997, the Company paid approximately $900,000 in income taxes related to 1996. With respect to 1997, the Company has adopted a tax election that is anticipated to eliminate a significant portion of the current tax payments that would otherwise be due. Based upon the operations of the Company, management believes that available cash and funds generated from operations, as well as amounts available through its banking relationships, will be sufficient for the Company to satisfy its capital expenditures, working capital, and debt requirements for the next twelve months. The Company intends to satisfy the capital requirements for its acquisition activities primarily through its acquisition line of credit complemented as appropriate by various other possible means including borrowings from commercial lenders, seller-financed debt, issuance of additional debt, financing obtained from sale and leaseback transactions and internally generated cash from operations. On a longer-term basis, management believes the Company will be able to satisfy the principal repayment requirements on its indebtedness with a combination of funds generated from operations and from refinancings with the existing or new commercial lenders or by accessing capital markets. Receivables The Company's operations could be adversely affected if it experiences significant delays in reimbursement of its labor and other costs from Medicare and other third-party revenue sources. The Company's future liquidity will continue to be dependent upon the relative amounts of current assets (principally cash, accounts receivable, and inventories) and current liabilities (principally accounts payable and accrued expense). In that regard, accounts receivable can have a significant impact on the Company's liquidity. Continued efforts by governmental and third-party payors to contain or reduce the acceleration of costs by monitoring reimbursement rates, increasing medical review of bills for services or negotiating reduced contract rates, any delay by the Company in the processing of its invoices, as well as any significant increase in the Company's proportion of Medicare and Medicaid patients, could adversely affect the Company's liquidity and results of operations. In addition, the Company's facilities must be certified for participation in the Medicare and Medicaid programs in order to receive reimbursement from these programs. In the ordinary course of its business, the Company receives notices of deficiencies for failure to comply with various regulatory requirements. The Company reviews such notices and takes appropriate corrective action. In most cases, the Company and the reviewing agency will agree upon the measures to be taken to bring the facility into compliance with regulatory requirements and avoid or minimize costly decertification periods such as have been experienced recently with the two Alabama facilities. -17- 18 Net accounts receivable attributable to the provision of patient and resident services at September 30, 1997 and December 31, 1996, totaled $24.0 million and $25.5 million, respectively, representing approximately 52 and 54 days, respectively, in accounts receivable. Accounts receivable from the provision of management services was $344,000 and $713,000, respectively, at September 30, 1997 and December 31, 1996, representing approximately 33 and 66 days in accounts receivable, respectively. It is anticipated that the integration of the operations acquired in the Pierce Acquisition will have a positive effect on the Company's overall average days in accounts receivable. The Company continually evaluates the adequacy of its bad debt reserves based on patient mix trends, agings of older balances, payment terms and delays with regard to third-party payors, collateral and deposit resources, as well as other factors. The Company has implemented additional procedures to strengthen its collection efforts and reduce the incidence of uncollectible accounts. Foreign Currency Translation The Company has obtained its financing primarily in U.S. dollars; however, it incurs revenues and expenses in Canadian dollars with respect to Canadian management activities and the operation of the Company's Canadian facilities. Therefore, if the currency exchange rate fluctuates, the Company may experience currency translation gains and losses with respect to the operations of these activities and the capital resources dedicated to their support. While such currency exchange rate fluctuations have not been material to the Company in the past, there can be no assurance that the Company will not be adversely affected by shifts in the currency exchange rates in the future. Inflation Management does not believe that the operations of the Company have been materially affected by inflation. The Company expects salary and wage increases for its skilled staff to continue to be higher than average salary and wage increases, as is common in the health care industry. To date, these increases as well as normal inflationary increases in other operating expenses have been adequately covered by revenue increases. However, it is likely that states will continue to seek ways to control the growth in Medicaid program rates. Recent Accounting Pronouncements The Financial Accounting Standards Board ("FASB") has issued Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share," and SFAS No. 129, "Disclosure of Information About Capital Structure." Each is effective for financial statement periods ending after December 15, 1997. SFAS No. 128 establishes standards for computing and presenting earnings per share. SFAS No. 129 establishes standards with respect to disclosure of information about an entity's capital structure. The FASB has also issued two other statements, SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." Each is effective for financial statement periods beginning after December 15, 1997. SFAS No. 130 establishes standards for reporting and display of comprehensive income and its components. SFAS No. 131 establishes standards for the way public companies report information about operating segments in annual financial statements. SFAS -18- 19 No. 131 also requires that public companies report selected information about operating segments in interim financial reports issued to shareholders. The Company will adopt the provisions of these statements in association with its financial statements issued for the required periods. The Company does not expect the adoption of these standards to have a material effect on the Company's results of operations. Forward-Looking Statements The foregoing discussion and analysis provides information deemed by management to be relevant to an assessment and understanding of the Company's consolidated results of operations and its financial condition. It should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 1996. Certain statements made by or on behalf of the Company, including those contained in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere, are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties including, but not limited to, changes in governmental reimbursement or regulation, health care reforms, the ability to execute on the Company's acquisition program, both in obtaining suitable acquisitions and financing therefor, changing economic conditions as well as others. Actual results may differ materially from those expressed or implied in forward-looking statements. The Company hereby makes reference to items set forth under the heading "Risk Factors" in the Company's Registration Statement on Form S-1, as amended (Registration No. 33-76150). Such cautionary statements identify important factors that could cause the Company's actual results to materially differ from those projected in forward-looking statements. In addition, the Company disclaims any intent or obligation to update these forward-looking statements. PART II -- OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) The exhibits filed as part of the Report on Form 10-Q are listed in the Exhibit Index immediately following the signature page. (b) The Registrant filed a Report on Form 8-K on October 16, 1997, with respect to the acquisition of assets from Pierce Management Group, et al. -19- 20 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. November 13, 1997 By: /s/ Mary Margaret Hamlett ------------------------------------------------- Mary Margaret Hamlett Principal Financial Officer and Chief Accounting Officer and An Officer Duly Authorized to Sign on Behalf of the Registrant -20- 21 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS ------- ----------------------- 2 - Asset Purchase Agreement among the Company, Pierce Management Group First Partnership and others, dated July 24, 1997 (incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997). 2.1 - Amendment No. 1 to Asset Purchase Agreement dated September 30, 1997 (incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed October 16, 1997). 3.1 - Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement No.33-76150 on Form S-1). 3.2 - Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement No. 33-76150 on Form S-1). 3.3 - Amendment to Certificate of Incorporation dated March 23, 1995 (incorporated by reference to Exhibit A of Exhibit 1 to Form 8-A filed March 30, 1995). 4.1 - Form of Common Stock Certificate (incorporated by reference to Exhibit 4 to the Company's Registration Statement No. 33-76150 on Form S-1). 4.2 - Rights Agreement dated March 13, 1995, between the Company and Third National Bank in Nashville (incorporated by reference to Exhibit 1 to the Company's Current Report on Form 8-K dated March 13, 1995). 4.3 - Summary of Shareholder Rights Plan adopted March 13, 1995 (incorporated by reference to Exhibit B of Exhibit 1 to Form 8-A filed March 30, 1995). 4.4 - Rights Agreement of Advocat Inc. dated March 23, 1995 (incorporated by reference to Exhibit 1 to Form 8-A filed March 30, 1995). 27 - Financial Data Schedule (for SEC use only).
EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF ADVOCAT, INC. FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS INCLUDED IN THE FORM 10-Q OF ADVOCAT, INC. FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997. 1,000 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 2,755 0 25,119 2,524 1,041 29,234 43,475 11,442 74,225 16,445 0 0 0 54 30,696 74,225 0 131,336 0 126,781 0 1,366 1,471 4,555 1,640 2,915 0 0 0 2,915 .55 .55
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