-----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, Pwn4p5xtVFKp4T0TBtyRH9sMvdDrOQ/5JFBwPCWNAx2faWb3bJ5S1WmvY1SwN8Bx ZCJHtebdP8BFI+kg5DSLhA== 0001157523-04-007724.txt : 20040813 0001157523-04-007724.hdr.sgml : 20040813 20040813112933 ACCESSION NUMBER: 0001157523-04-007724 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040813 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040813 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: 04972461 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 a4701721.txt ADVOCAT 8-K 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 13, 2004 ADVOCAT INC. (Exact name of Registrant as specified in its charter) Delaware 001-12996 62-1559667 -------- --------- ---------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) 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) Table of Contents Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits Number Exhibit ------ ------- 99.1 Press Release dated August 13, 2004 Item 12. Results of Operations and Financial Condition. On August 13, 2004, the Registrant announced its results of operations for the quarter ended June 30, 2004. A copy of the related press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety. The information furnished pursuant to Item 12 herein, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933. 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/ L. Glynn Riddle, Jr. ------------------------ L. Glynn Riddle, Jr. Chief Financial Officer Date: August 13, 2004 Table of Contents Exhibit Index Exhibit No. ----------- 99.1 Press release dated August 13, 2004. EX-99.1 2 a4701721ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Advocat Announces Second Quarter Results FRANKLIN, Tenn.--(BUSINESS WIRE)--Aug. 13, 2004--Advocat Inc. (NASDAQ OTC: AVCA) today announced its results for the second quarter ended June 30, 2004. For the second quarter of 2004, Advocat reported net income from continuing operations of $2.3 million, or $0.36 per diluted common share, compared with a net loss from continuing operations of $8.3 million, or $1.53 per diluted common share, in 2003. The results for the second quarter of 2004 include a non-cash expense reduction of $5.7 million resulting from a downward adjustment in the Company's accrual for self-insured risks associated with professional liability claims. Advocat's self-insurance reserves are assessed on a quarterly basis, with changes in estimated losses being recorded in the consolidated statements of operations in the period identified. Any increase in the accrual decreases income in the period, and any reduction in the accrual increases income during the period. Although the Company retains a third-party actuarial firm to assist management in estimating the appropriate accrual for these claims, professional liability claims are inherently uncertain, and the liability associated with anticipated claims is very difficult to estimate. As a result, the Company's actual liabilities may vary significantly from the accrual, and the amount of the accrual may fluctuate by a material amount in any given quarter. Each change in the amount of this accrual will directly affect the Company's reported earnings for the period in which the change in accrual is made. In the second quarter of 2004, the Company made a $5.7 million downward adjustment in the self-insurance reserves that was primarily the result of settlements of claims for amounts less than previously estimated. This downward adjustment was partially offset by expenses of $4.4 million recorded for the estimated costs of claims incurred in the second quarter of 2004, resulting in a net benefit of $1.3 million in the three months ended June 30, 2004. As of June 30, 2004, the Company has reported a liability of $41.5 million, including reported professional liability claims and estimates for incurred but unreported claims. The Company does not have cash or available resources to pay these accrued professional liability claims or any significant portion thereof. Second Quarter Results Advocat's net revenues from continuing operations increased 6.5% to $52.2 million compared with $49.0 million in the second quarter of 2003. The increase in second quarter net revenues was due to higher patient revenues that increased 6.8% to $48.9 million compared with $45.8 million in the second quarter of 2003. Growth in patient revenues was primarily due to increased Medicare utilization, Medicare rate increases that were effective October 1, 2003, and increased Medicaid rates in certain states, partially offset by a 1.6% decline in census in 2004 as compared to 2003. As a percentage of total census, Medicare days increased to 12.8% in 2004 from 11.4% in 2003. Resident revenues decreased to $3.1 million in 2004 from $3.2 million in the second quarter of 2003. The decline in resident revenues was primarily attributable to the termination of a lease for one assisted living facility and the closure of another assisted living facility in 2003, and a decline in census in 2004 as compared to 2003. Ancillary service revenues, prior to contractual allowances, increased to $9.5 million in 2004 from $8.7 million in 2003, an increase of $0.8 million, or 9.9%. The increase is primarily attributable to increased Medicare census. Total expenses of continuing operations declined to $49.8 million compared with $57.4 million in the second quarter of 2003. The decrease in total expenses is primarily attributable to the decrease in the accrual for self-insurance reserves related to professional liability claims, partially offset by increased operating expenses. Operating expenses increased to $41.4 million and represented 79.6% of patient and resident revenues for the second quarter of 2004 compared with $39.8 million, or 81.2% of such revenues in the second quarter of 2003. The increase in operating expenses is primarily attributable to cost increases related to wages and benefits. As previously reported, during the second quarter of 2004, Advocat completed the sale of its Canadian operations. Results for the second quarter include income from discontinued operations of $82,000 and a gain on the sale of discontinued operations of $82,000, net of related income taxes. Six Months Results Net revenues increased to $103.7 million in the first six months of 2004 compared with $92.3 million in 2003. Patient revenues were $97.4 million in 2004 compared with $85.5 million in the first six months of 2003. Resident revenues were $6.0 million compared with $6.6 million. Ancillary service revenues, prior to contractual allowances, increased to $19.4 million in 2004 from $15.9 million in 2003, an increase of $3.5 million, or 22.2%. Total expenses of continuing operations were $96.9 million in 2004 compared with $104.1 million in 2003. The decrease in total expenses is primarily attributable to a decrease in the accrual for professional liability claims. Operating expenses represented 79.5% of patient and resident revenues for 2004 compared with 80.2% of such revenues in 2003. Net income from continuing operations for the first six months of 2004 was $6.6 million, or $1.03 per diluted common share, compared with a net loss from continuing operations of $11.8 million, or $2.18 per share, in the first six months of 2003. 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 nine states, primarily in the Southeast. For additional information about the Company, visit Advocat's web site: http://www.irinfo.com/avc ADVOCAT INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data) For the Three Months For the Six Months Ended June 30, Ended June 30, 2004 2003 2004 2003 ---------- --------- -------- --------- REVENUES: Patient revenues, net $48,887 $45,795 $97,414 $85,511 Resident revenues 3,100 3,237 6,047 6,635 Other income 193 1 193 82 Interest 39 17 44 30 ---------- --------- -------- --------- 52,219 49,050 103,698 92,258 ---------- --------- -------- --------- EXPENSES: Operating 41,382 39,836 82,243 73,931 Lease 3,873 3,900 7,736 7,431 Professional liability (1,341) 8,451 (3,963) 12,805 General and administrative 2,896 2,897 5,920 5,581 Interest 757 729 1,522 1,518 Depreciation and amortization 1,242 1,207 2,506 2,439 Asset impairment and other charges 984 344 984 364 ---------- --------- -------- --------- 49,793 57,364 96,948 104,069 ---------- --------- -------- --------- INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 2,426 (8,314) 6,750 (11,811) PROVISION FOR INCOME TAXES 122 - 154 15 ---------- --------- -------- --------- NET INCOME (LOSS) FROM CONTINUING OPERATIONS 2,304 (8,314) 6,596 (11,826) INCOME FROM DISCONTINUED OPERATIONS: Operating income, net of taxes of $27, $145, $150 and $260, respectively 82 483 482 916 Gain on sale, net of taxes of $394, and $394, respectively 82 - 82 - ---------- --------- -------- --------- Net income from discontinued operations 164 483 564 916 ---------- --------- -------- --------- NET INCOME (LOSS) 2,468 (7,831) 7,160 (10,910) PREFERRED STOCK DIVIDENDS, ACCRUED BUT NOT PAID 74 69 146 136 ---------- --------- -------- --------- NET INCOME (LOSS) FOR COMMON STOCK $2,394 $(7,900) $7,014 $(11,046) ========== ========= ======== ========= NET INCOME (LOSS) PER COMMON SHARE: Per common share - basic Income (loss) from continuing operations $0.39 $(1.53) $1.15 $(2.18) Income from discontinued operations 0.03 0.09 0.10 0.17 ---------- --------- -------- --------- $0.42 $(1.44) $1.25 $(2.01) ========== ========= ======== ========= Per common share - diluted Income (loss) from continuing operations $0.36 $(1.53) $1.03 $(2.18) Income from discontinued operations 0.02 0.09 0.09 0.17 ---------- --------- -------- --------- $0.38 $(1.44) $1.12 $(2.01) ========== ========= ======== ========= WEIGHTED AVERAGE SHARES: Basic 5,682 5,493 5,622 5,493 ========== ========= ======== ========= Diluted 6,411 5,493 6,382 5,493 ========== ========= ======== ========= CONTACT: Advocat Inc. William R. Council, III, 615-771-7575 -----END PRIVACY-ENHANCED MESSAGE-----