-----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, AX4Qmj/eb8grJwObOPzq/3/Lr6oFRXSrui7E9KAuwmoNxh/SV6jlb5LkZinmSfYi 6hhLKKde/dI6Iau5FzIg/Q== 0001157523-04-010579.txt : 20041110 0001157523-04-010579.hdr.sgml : 20041110 20041110165510 ACCESSION NUMBER: 0001157523-04-010579 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041110 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041110 DATE AS OF CHANGE: 20041110 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: 041133714 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 a4763508.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) ------------------------------------------------ November 10, 2004 ADVOCAT INC. ------------ (Exact name of registrant as specified in its charter) Delaware 001-12996 62-1559667 -------- --------- ---------- (State or other jurisdiction (Commission (Employer Identification of incorporation) File Number) 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) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] 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 November 10, 2004, the Registrant announced its results of operations for the quarter ended September 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. Item 9.01. Financial Statements and Exhibits. (c) Exhibits Number Exhibit ------ ------- 99.1 News Release dated November 10, 2004. 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: November 10, 2004 EXHIBIT INDEX - ------------- Number Exhibit - ------ ------- 99.1 News Release dated November 10, 2004. EX-99.1 2 a4763508ex991.txt PRESS RELEASE Exhibit 99.1 Advocat Announces Third Quarter Results and Sale of Medical Supply Business FRANKLIN, Tenn.--(BUSINESS WIRE)--Nov. 10, 2004--Advocat Inc. (OTCBB:AVCA) today announced its results for the third quarter ended September 30, 2004. For the third quarter of 2004, Advocat reported a net loss from continuing operations of $291,000, or $0.06 per diluted common share, compared with a net loss from continuing operations of $3.4 million, or $0.62 per diluted common share, in 2003. Third Quarter Results Advocat's net revenues from continuing operations increased 8.1% to $55.1 million compared with $50.9 million in the third quarter of 2003. The increase in third quarter net revenues was primarily due to patient revenues that increased 7.3% to $51.5 million compared with $48.0 million in the third quarter of 2003. Higher patient revenues benefited from increased Medicare utilization, Medicare rate increases that were effective October 1, 2003, and increased Medicaid rates in certain states, partially offset by a 2.0% decline in census in 2004 compared with 2003. As a percentage of total census, Medicare days increased to 12.6% in 2004 from 10.9% in 2003. Resident revenues increased to $3.1 million in 2004 from $2.9 million in the third quarter of 2003. The increase in resident revenues is primarily attributable to increased rates. Ancillary service revenues, prior to contractual allowances, increased 6.2% to $9.3 million in 2004 from $8.8 million in 2003. The increase in ancillary revenues was primarily attributable to increased Medicare census. Total expenses of continuing operations increased to $55.3 million compared with $54.3 million in the third quarter of 2003. The increase in total expenses was primarily due to cost increases related to wages and benefits. Operating expenses increased to $43.2 million and represented 79.1% of patient and resident revenues for the third quarter of 2004 compared with $41.7 million, or 81.9% of such revenues in the third quarter of 2003. Expenses for professional liability were $2.9 million in the third quarter of 2004 compared to $3.7 million in the third quarter of 2003. Nine Months Results Net income from continuing operations for the first nine months of 2004 was $6.3 million, or $0.98 per diluted common share, compared with a net loss from continuing operations of $15.2 million, or $2.80 per share, in the first nine months of 2003. The results for the first nine months of 2004 include a non-cash expense reduction of $14.8 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 first nine months of 2004, the Company made downward adjustments totaling $14.8 million 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 $13.7 million recorded for the estimated costs of claims incurred in the first nine months of 2004, resulting in a net benefit of $1.1 million for the nine months ended September 30, 2004. This compares with a professional liability expense of $16.5 million for the same period in 2003. As of September 30, 2004, the Company reported a liability of $43.4 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. Net revenues increased 10.9% to $158.8 million for the first nine months of 2004 compared with $143.2 million in 2003. Patient revenues were up 11.5% to $148.9 million in 2004 compared with $133.5 million in the first nine months of 2003. Resident revenues were $9.2 million in 2004 compared with $9.5 million in 2003. Ancillary service revenues, prior to contractual allowances, increased 16.5% to $28.7 million in 2004 from $24.7 million in 2003. Total expenses of continuing operations were $152.3 million in 2004 compared with $158.4 million in 2003. The decrease in total expenses was primarily attributable to a decrease in professional liability expenses of $17.6 million in 2004, partially offset by an increase in operating expenses. Operating expenses represented 79.4% of patient and resident revenues for 2004 compared with 80.8% of such revenues in 2003. Sale of Medical Supply Business On November 4, 2004, Advocat completed the sale of certain assets of its medical supply business, Advocat Distribution Services. The initial purchase price was $225,000, with additional consideration based on the results of operations of the business over the two years following the sale. The sale of Advocat Distribution Services will allow management to focus its attention on the Company's core business. No material gain or loss is expected from the initial proceeds. Any additional consideration received in the future under the terms of the agreement will be recorded when determined. 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 Nine Months Ended September 30, Ended September 30, 2004 2003 2004 2003 -------- -------- -------- -------- REVENUES: Patient revenues, net $51,524 $48,034 $148,938 $133,545 Resident revenues 3,115 2,899 9,162 9,534 Other income 303 -- 496 82 Interest 111 10 155 40 -------- -------- -------- -------- 55,053 50,943 158,751 143,201 -------- -------- -------- -------- EXPENSES: Operating 43,212 41,695 125,455 115,626 Lease 3,902 3,863 11,638 11,294 Professional liability 2,862 3,656 (1,101) 16,461 General and administrative 3,396 3,095 9,316 8,676 Interest 758 755 2,280 2,273 Depreciation and amortization 1,182 1,232 3,688 3,671 Asset impairment and other charges -- -- 984 364 -------- -------- -------- -------- 55,312 54,296 152,260 158,365 -------- -------- -------- -------- INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (259) (3,353) 6,491 (15,164) PROVISION FOR INCOME TAXES 32 -- 186 15 -------- -------- -------- -------- NET INCOME (LOSS) FROM CONTINUING OPERATIONS (291) (3,353) 6,305 (15,179) INCOME FROM DISCONTINUED OPERATIONS: Operating income, net of taxes of $0, $150, $150 and $410, respectively -- 572 482 1,488 Gain on sale, net of taxes of $30, $0, $424 and $0, respectively 77 -- 159 -- -------- -------- -------- -------- Net income from discontinued operations 77 572 641 1,488 -------- -------- -------- -------- NET INCOME (LOSS) (214) (2,781) 6,946 (13,691) PREFERRED STOCK DIVIDENDS, ACCRUED BUT NOT PAID 75 70 221 206 -------- -------- -------- -------- NET INCOME (LOSS) FOR COMMON STOCK $(289) $(2,851) $6,725 $(13,897) ======== ======== ======== ======== NET INCOME (LOSS) PER COMMON SHARE: Per common share - basic Income (loss) from continuing operations $(0.06) $(0.62) $1.08 $(2.80) Income from discontinued operations 0.01 0.10 0.11 0.27 -------- -------- -------- -------- $(0.05) $(0.52) $1.19 $(2.53) ======== ======== ======== ======== Per common share - diluted Income (loss) from continuing operations $(0.06) $(0.62) $0.98 $(2.80) Income from discontinued operations 0.01 0.10 0.10 0.27 -------- -------- -------- -------- $(0.05) $(0.52) $1.08 $(2.53) ======== ======== ======== ======== WEIGHTED AVERAGE SHARES: Basic 5,695 5,493 5,647 5,493 ======== ======== ======== ======== Diluted 5,695 5,493 6,407 5,493 ======== ======== ======== ======== CONTACT: Advocat Inc., Franklin William R. Council, III, 615-771-7575 http://www.irinfo.com/avc -----END PRIVACY-ENHANCED MESSAGE-----