-----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, C5sokPyKiHZzYzJR/HbqcmyzpafqgCOMQA9HoUQtBW9MNuSkDznc9Bs9r4piYdsa x0OKC6Xw6QiCD3DVJjqUiw== 0001157523-05-002844.txt : 20050328 0001157523-05-002844.hdr.sgml : 20050328 20050328101209 ACCESSION NUMBER: 0001157523-05-002844 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050328 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050328 DATE AS OF CHANGE: 20050328 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: 05705437 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 a4850976.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) March 28, 2005 ADVOCAT INC. (Exact name of registrant as specified in its charter) Delaware 001-12996 62-1559667 -------- --------- ---------- (State or other jurisdiction (Commission File Number) (Employer of 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) 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 March 28, 2005, the Registrant announced its results of operations for the fourth quarter and year ended December 31, 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 March 28, 2005. 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: March 28, 2005 EXHIBIT INDEX - ------------- Number Exhibit - ------ ------- 99.1 News Release dated March 28, 2005. EX-99.1 2 a4850976ex991.txt ADVOCAT EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Advocat Announces Results for Fourth Quarter and Year End FRANKLIN, Tenn.--(BUSINESS WIRE)--March 28, 2005--Advocat Inc. (NASDAQ OTC: AVCA) today announced its results for the fourth quarter and year ended December 31, 2004. For the fourth quarter of 2004, Advocat reported a net loss from continuing operations of $3.9 million, or $0.69 per diluted common share, compared with a net income from continuing operations of $2.1 million, or $0.33 per diluted common share, in 2003. The results for 2004 include $7.7 million in impairment charges compared with $1.7 million in the fourth quarter of 2003. Reclassification for Discontinued Operations As previously announced, the Company has made several divestitures and lease terminations in 2004, including its Canadian subsidiary, its medical supply business, three leased and two owned nursing homes in Texas, and, in 2003, two assisted living facilities in North Carolina. Each of these facilities and businesses constitute components under the provisions of Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," and, accordingly, the Company has reclassified each of these components to discontinued operations. Fourth Quarter Results Advocat's net revenues from continuing operations increased 8.2% to $53.6 million compared with $49.5 million in the fourth quarter of 2003. The increase in fourth quarter net revenues was primarily due to patient revenues that increased 8.5% to $50.5 million compared with $46.6 million in the fourth quarter of 2003. Higher patient revenues benefited from Medicare rate increases that were effective October 1, 2004, and increased Medicaid rates in certain states, partially offset by a 1.3% decline in census in 2004 compared with 2003. Resident revenues increased to $3.1 million in 2004 from $2.9 million in the fourth quarter of 2003. Total expenses from continuing operations increased to $57.0 million compared with $46.7 million in the fourth quarter of 2003. The increase in total expenses was primarily due to higher impairment charges in 2004. As a result of projected cash flows related primarily to six Company-owned assisted living facilities, the Company recorded $7.7 million in impairment charges in accordance with the provisions of SFAS No. 144. In the fourth quarter of 2003, the company had similar charges of $1.7 million. The impairment charges primarily relate to the Company's assisted living subsidiary and are primarily attributable to low occupancy in an over-bedded market, low reimbursement rates and increasing expense levels. Operating expenses increased to $40.8 million and represented 76.1% of patient and resident revenues for the fourth quarter of 2004 compared with $37.4 million, or 75.5%, of such revenues in the fourth quarter of 2003. Expenses for professional liability were $280,000 in the fourth quarter of 2004 compared to a net benefit of $248,000 in the fourth quarter of 2003. 2004 Results Net income from continuing operations for 2004 was $4.4 million, or $0.68 per diluted common share, compared with a net loss from continuing operations of $12.1 million, or $2.25 per share, in 2003. Net loss from discontinued operations in 2004 was $1.7 million, or $0.26 per diluted share, compared with net income of $851,000 in 2003, or $0.16 per diluted share. Net income for common stock in 2004 was $2.5 million, or $0.42 per diluted share, compared with a net loss for common stock of $11.5 million, or $2.09 per share, in 2003. Advocat's profit for 2004 resulted primarily from non-cash expense reductions caused by downward adjustments in the Company's accrual for self-insured risks associated with professional liability claims. The Company's results of continuing operations for 2004 included a $1.9 million net benefit for professional liability costs, compared with an expense of $15.1 million in 2003. The reduction related to adjustments in the Company's self-insured risks associated with professional liability claims. During 2004, the Company reduced its total recorded liabilities for self-insured professional liability risks associated with the settlement of certain professional liability claims to $42.9 million, down from $47.2 million at December 31, 2003. Downward adjustments in the liability primarily resulting from the quarterly actuarial valuations were partially offset by the provision for current liability claims recorded during 2004, resulting in a net benefit of $1.9 million in 2004. These reductions were primarily the result of the effects of settlements of certain claims for amounts less than previously estimated. These 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. Professional liability costs include cash and non-cash charges recorded based on current actuarial reviews. The actuarial reviews include estimates of known claims and an estimate of claims that may have occurred, but have not yet been reported to the Company. As of December 31, 2004, the Company reported a liability of $42.9 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 10.5% to $202.8 million for 2004 compared with $183.5 million in 2003. Patient revenues were up 11.1% to $190.6 million in 2004 compared with $171.5 million in 2003. Resident revenues were $12.2 million in 2004 compared with $12.0 million in 2003. Total expenses of continuing operations were $196.1 million in 2004 compared with $192.6 million in 2003. Operating expenses represented 77.8% of patient and resident revenues for 2004 compared with 78.9% of such revenues in 2003. Reimbursement Updates President Bush's proposed federal budget for the fiscal year beginning October 1, 2005, includes several reductions that will adversely affect Advocat's revenues if implemented. The budget eliminates the reimbursement of add-ons for high acuity patients under the Resource Utilization Group (RUG) that if implemented, will reduce revenue and cash flow before taxes by approximately $3.6 million per year. In addition, the proposed reduction of reimbursement for cross-over bad debt expense may reduce the Company's revenue and cash flow before taxes by approximately $150,000 per year when fully phased in. 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. The Company will provide additional information in its Annual Report on Form 10-K for the fiscal year ended December 31, 2004, and has provided additional information in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 (as well as in other filings with the Securities and Exchange Commission), which readers are encouraged to review for further disclosure of other factors that could cause actual results to differ materially from those indicated in the forward-looking statements. 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 For the Twelve Months Months Ended December 31, Ended December 31, 2004 2003 2004 2003 --------- --------- --------- --------- REVENUES: Patient revenues, net $ 50,526 $ 46,578 $190,584 $171,491 Resident revenues 3,073 2,939 12,235 11,955 Management fees -- -- -- 82 --------- --------- --------- --------- 53,599 49,517 202,819 183,528 --------- --------- --------- --------- EXPENSES: Operating 40,776 37,380 157,716 144,732 Lease 3,823 3,827 15,317 14,910 Professional liability 280 (248) (1,905) 15,137 General and administrative 3,227 2,826 12,543 11,502 Depreciation and amortization 1,194 1,183 4,734 4,647 Asset impairment and other charges 7,720 1,683 7,720 1,683 --------- --------- --------- --------- 57,020 46,651 196,125 192,611 --------- --------- --------- --------- OPERATING INCOME (LOSS) (3,421) 2,866 6,694 (9,083) --------- --------- --------- --------- OTHER INCOME (EXPENSE): Foreign currency transaction gain 288 -- 784 -- Interest income 131 62 286 102 Interest expense (789) (818) (3,069) (3,091) --------- --------- --------- --------- (370) (756) (1,999) (2,989) --------- --------- --------- --------- INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (3,791) 2,110 4,695 (12,072) PROVISION (BENEFIT) FOR INCOME TAXES 60 (15) 246 -- --------- --------- --------- --------- NET INCOME (LOSS) FROM CONTINUING OPERATIONS (3,851) 2,125 4,449 (12,072) INCOME (LOSS) FROM DISCONTINUED OPERATIONS: Operating income (loss), net of tax provision (benefit) of $(42), $281, $108 and $691, respectively (445) 345 (1,958) 851 Gain on sale, net of tax provision of $12, $0, $436 and $0 respectively 131 -- 290 -- --------- --------- --------- --------- Net income (loss) from discontinued operations (314) 345 (1,668) 851 --------- --------- --------- --------- NET INCOME (LOSS) (4,165) 2,470 2,781 (11,221) PREFERRED STOCK DIVIDENDS, ACCRUED BUT NOT PAID 76 71 297 277 --------- --------- --------- --------- NET INCOME (LOSS) FOR COMMON STOCK $ (4,241) $ 2,399 $ 2,484 $(11,498) ========= ========= ========= ========= NET INCOME (LOSS) PER COMMON SHARE: Per common share - basic Income (loss) from continuing operations $ (0.69) $ 0.37 $ 0.73 $ (2.25) Income (loss) from discontinued operations (0.05) 0.07 (0.29) 0.16 --------- --------- --------- --------- $ (0.74) $ 0.44 $ 0.44 $ (2.09) ========= ========= ========= ========= Per common share - diluted Income (loss) from continuing operations $ (0.69) $ 0.33 $ 0.68 $ (2.25) Income (loss) from discontinued operations (0.05) 0.06 (0.26) 0.16 --------- --------- --------- --------- $ (0.74) $ 0.39 $ 0.42 $ (2.09) ========= ========= ========= ========= WEIGHTED AVERAGE SHARES: Basic 5,699 5,493 5,660 5,493 ========= ========= ========= ========= Diluted 5,699 6,363 6,437 5,493 ========= ========= ========= ========= CONTACT: Advocat Inc., Franklin William R. Council, III, 615-771-7575 -----END PRIVACY-ENHANCED MESSAGE-----