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EX-99 - EXHIBIT 99.1 PURCHASE AGREEMENT - REGIONAL HEALTH PROPERTIES, INCexhibit991.pdf
8-K/A - ADCARE HEALTH SYSTEMS, INC. 8KA 4-1-11 - REGIONAL HEALTH PROPERTIES, INCadk8ka04111.htm
EX-99 - EXHIBIT 99.1 - REGIONAL HEALTH PROPERTIES, INCexhibit991.htm
EX-99 - EXHIBIT 99.2 PRESS RELEASE 3-15-11 - REGIONAL HEALTH PROPERTIES, INCpressrelease315.htm




AdCare Health Systems Reports Record Fourth Quarter and Full Year 2010 Results

Annual Revenues Up 99% to Record $53.2 Million, Drives Record EBITDAR of $5.2 Million with 50% Generated in the Fourth Quarter

SPRINGFIELD, Ohio, March 23, 2011 AdCare Health Systems, Inc. (NYSE AMEX: ADK), a leading skilled nursing and assisted living provider, reported unaudited financial results for the fourth quarter and fiscal year ended December 31, 2010.


Financial Highlights

·

Record annual revenues, up 99% to $53.2 million

·

Record annual EBITDAR, up 44% to $5.2 million, with 50% generated in final quarter

·

M&A program adds nearly $100 million in annualized revenue in 2010

·

Q4 2010 EBITDAR up 183% to $2.6 million versus Q4 2009

·

Estimated annualized revenue run-rate currently exceeds $175 million


Q4 & FY2010 Summary of Financial Results

Revenue in the fourth quarter of 2010 increased 303% to a record $27.4 million from $6.8 million in the same quarter a year ago. Revenue for the full year of 2010 increased 99% to a record $53.2 million from $26.7 million in 2009. The increases in revenue were primarily due to acquisitions by the company’s new Southeast Division completed during the quarter and year. (Full year audited results, along with a more detailed discussion and analysis of the company’s performance, will be available in AdCare’s Form 10-K to be filed with the Security and Exchange Commission.)


Loss from operations in the fourth quarter of 2010 was $508,000, as compared to income from operations of $344,000 in the same year-ago period. Loss from operations for the full year in 2010 was $1.7 million, as compared to income from operations of $1.8 million in 2009. The loss from operations for both the quarter and full year was primarily due to startup expenses associated with recent acquisitions, increased depreciation, acquisition costs, and non-cash stock-based compensation.


In the fourth quarter, non-cash compensation expense comprised of warrants and restricted stock totaled $193,000, as compared to $203,000 in the fourth quarter of 2009. For the full year 2010, non-cash compensation expense comprised of warrants and restricted stock totaled $840,000, as compared to $364,000 in 2009. Approximately $456,000 of non-cash stock based compensation in 2010 was related to the replacement of unvested warrants with restricted common stock.


For earnings attributable to the company and its shareholders, net loss in the fourth quarter of 2010 totaled $1.0 million or $(0.15) per share, versus approximately breakeven in the same year-ago period. The fourth quarter of 2010 net loss included acquisition costs of approximately $420,000. For fiscal 2010, net loss was $2.7 million or $(0.40) per share, versus a net income of $440,000 or $0.09 per diluted share in 2009.





EBITDAR in the fourth quarter of 2010 totaled $2.6 million, up 183% from an EBITDAR of $930,000 in the fourth quarter of 2009. EBITDAR for the full year in 2010 totaled $5.2 million, an increase of 44% from an EBITDAR of $3.6 million in 2009. The company defines EBITDAR as net income or loss before interest income, interest expense, income tax expense, depreciation, amortization (including amortization of stock-based compensation) and rent cost (see the important discussion about the presentation of EBITDAR, a non-GAAP term, below).


Cash at December 31, 2010 totaled $3.9 million, and deposits on pending acquisitions totaled $1.7 million. This compares to cash of $4.5 million at December 31, 2009, with the decrease of cash over the previous year primarily due to cash used in operations.


Q4 2010 Operational Highlights

·

In October, AdCare acquired two nursing homes in Alabama. The facilities have a total of 306 beds that were generating at the time of the acquisition about $18 million in annualized revenue. (see table “Summary of Closed 2010 and Pending 2011 Transactions,” below).

·

In November, the company finalized a long-term lease with renewal options for two additional nursing homes in Georgia. The facilities have an aggregate of 300 beds and was generating more than $21 million in annualized revenue.

·

In December, AdCare signed a definitive agreement to acquire three skilled nursing facilities in Georgia. The facilities have an aggregate of 335 beds that were generating an estimated $16.4 million in annualized revenues at the time of signing. AdCare expects to close the transaction by the end of March and to obtain control effective April 1, 2011.

·

AdCare also completed at the end of December the acquisition of Mountain Trace Nursing Center, a 106-bed nursing facility in North Carolina. Mountain Trace was generating an estimated $7.8 million in annualized revenues when AdCare assumed control effective January 1, 2011.

·

The company secured a $5 million revolving line of credit from Gemino Healthcare Finance, LLC, a specialty healthcare lender that provides senior debt financing to healthcare service providers. The line will be used to support AdCare’s working capital requirements.

·

AdCare issued and sold unsecured subordinated convertible notes in a private placement transaction that raised a total of $11.8 million. Proceeds from this financing were used for general corporate purposes and acquisitions.

·

By the end of the fourth quarter, the company owned or leased 15 skilled nursing facilities with 1688 beds and six assisted living facilities with 196 units. Facilities managed by the company for third parties totaled five skilled nursing homes with 403 beds, two assisted living facilities with 139 units, and an 83-unit independent living campus.

Management Commentary

“2010 was a milestone year for AdCare Health Systems, as we dramatically expanded our operations and geographic footprint, resulting in a doubling of our annual revenues and strong EBITDAR growth,” said Boyd P. Gentry, AdCare’s co-CEO. “It’s important to note that a majority of our 2010 EBITDAR growth occurred in the final quarter, significantly narrowing our




sequential quarterly loss, and this growth was sustained in the first quarter of 2011 as we continue to leverage operational improvements in our newly acquired facilities.”


Chris Brogdon, AdCare’s chief acquisition officer, commented: “We’ve put more than 25 facilities under contract since we began our M&A program at the end of 2009, which has established a strong record of achieving what we’ve set out to accomplish. Including the transactions we have announced and are in the process of closing, our annualized revenue run-rate exceeds $175 million. This represents an increase of more than 229% over 2010 and more than 556% over revenues in 2009 when this all began. Given the anticipated improved operations of our new facilities over time, we continue to expect an EBITDAR margin with these facilities -- exclusive of acquisition-related costs -- to be at least 10% going forward.”


“In terms of our M&A pipeline,” added Brogdon, “we continue to see choice opportunities emerging in the southern region of the U.S., as well as around our home base in the Midwest. Our M&A program will remain a major focus for AdCare as we continue through 2011.”


Conference Call and Webcast

The company will hold a conference call to discuss its 2010 financial results later today, March 23, 2011, at 4:30 p.m. Eastern time. Management will host the presentation, followed by a question and answer period.


Date: Wednesday, March 23, 2011

Time: 4:30 p.m. Eastern time (1:30 p.m. Pacific time)

Dial-In Number: 1-800-895-1715

International: 1-785-424-1059

Conference ID#: 7ADCARE


The conference call will be broadcast simultaneously at http://viavid.net/dce.aspx?sid=0000833A and available for replay via the investor section of the company's Web site at www.adcarehealth.com.


Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization and ask you to wait until the call begins. If you have any difficulty connecting with the conference call, please contact the Liolios Group at 949-574-3860.


A replay of the call will be available after 7:30 p.m. Eastern time on the same day and until April 23, 2011:


Toll-free replay number: 1-877-870-5176

International replay number: 1-858-384-5517

Replay pin number: 12522


Summary of Closed 2010 and Pending 2011 Transactions

Description

Size

Location

Type 

ARR*

Terms

Closing Status







Assisted Living Facility

105 Units

Hoover, AL

Consolidated Variable Interest Entity (CVIE)

Currently $2 million at 59% occupancy

1 yr purchase option, expiring June 2011

Signed Option 6-25. Currently a CVIE

Five Nursing Homes

615 beds

Georgia

Lease

$35 million

10-yr lease

Closed 7-30-10

Three Nursing Homes

280 beds

Georgia

Lease

$15.5 million

10-yr lease (combined with the above)

Closed 9-2-10

Two Nursing Homes

306 beds

Alabama

Purchase

$18 million

Long-term fixed rate loan, USDA guaranteed

Closed 10-1-10

Two Nursing Homes

300 beds

Atlanta, GA

Lease

$21 million

12-yr lease with renewal option

Closed 11-2-10

Nursing Facility

106 beds

Sylva, NC

Purchase

$7.8 million

Long-term fixed rate loan, USDA guaranteed

Closed 12-31-10

Three Nursing Homes

335 beds

Atlanta, GA & Dublin, GA

Purchase

$16.4 million

Long-term fixed rate loan (USDA guaranteed and bank loans)

Closing Expected End of Q1-11

Five Nursing Homes

506 beds

Arkansas & Missouri

Purchase (four) and Lease (one)

$25.0 million

Long-term fixed rate loan (USDA guaranteed and bank loans), one 10-year lease

Closing Expected in Q2-11

Total

2,553

 

 

$140.7 million

 


*AAR= Annualized Revenue Run-rate at the time of purchase/lease or signing, estimated


About AdCare Health Systems

AdCare Health Systems, Inc. (NYSE Amex: ADK) is a recognized innovator in senior living and health care facility management. AdCare develops, owns and manages assisted living facilities, nursing homes and retirement communities, as well as provides home health care services. Since its inception in 1988, AdCare's mission has been to provide the highest quality of healthcare services to the elderly. For more information about AdCare, visit www.adcarehealth.com.


Important Cautions Regarding Forward-Looking Statements

Statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of federal law. Such statement can be identified by the use of forward-looking terminology, such as "believes," "expects, " “plans,” “intends,” “anticipates” and variations of such words or similar expressions, but their absence does not mean that the statement is not forward-looking. Statements in this announcement that are forward-looking include, but are not limited to, comments by Mr. Gentry that AdCare is well positioned to benefit from the inevitable increase of an aging population, and those by Mr. Brogdon that including the transactions announced and are in the process of closing, the company’s annualized revenue run-rate will exceed $175 million, and given the anticipated improved operations of new facilities over time, the company continues to expect an EBITDAR margin with these facilities -- exclusive of acquisition-related costs -- to be at least 10% going forward. Such forward-looking statements reflect management's beliefs and assumptions and are based




on information currently available to management. The forward-looking statements involve known and unknown risks, results, performance or achievements of the Company to differ materially from those expressed or implied in such statements. Such factors are identified in the public filings made by the Company with the Securities and Exchange Commission and include the Company's ability to secure lines of credit and/or an acquisition credit facility, find suitable acquisition properties at favorable terms, changes in the health care industry because of political and economic influences, changes in regulations governing the industry, changes in reimbursement levels including those under the Medicare and Medicaid programs and changes in the competitive marketplace. There can be no assurance that such factors or other factors will not affect the accuracy of such forward-looking statements.


Use of Non-GAAP Financial Information

Beginning with the reporting of results for the third quarter of 2010, the company has transitioned from reporting solely EBITDA, a term representing net income (loss) before interest income, interest expense, income tax expense, depreciation and amortization (including amortization of non-cash stock-based compensation) to reporting EBITDAR, both of which are measures of operating performance that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). The company defines EBITDAR as net income (loss) before interest income, interest expense, income tax expense, depreciation, amortization (including amortization of non-cash stock-based compensation) and rent cost. EBITDA and EBITDAR should not be considered in isolation or as a substitute for net income, income from operations or cash flows provided by or used in operations, as determined in accordance with GAAP. EBITDAR is a key measure of AdCare Health Systems’ operating performance used by management to focus on operating performance and management without mixing in items of income and expense that relate to the financing and capitalization of the business, as well as fixed rent or lease payments of facilities.


The company believes EBITDAR is useful to investors in evaluating their performance, results of operations and financial position for the following reasons:


It is helpful in identifying trends in the company’s day-to-day performance because the items excluded have little or no significance to the company’s day-to-day operations;

It provides an assessment of controllable expenses and affords management the ability to make decisions, which are expected to facilitate meeting current financial goals as well as achieve optimal financial performance; and

It is an indication to determine if adjustments to current spending decisions are needed.


AdCare believes that the use of EBITDAR provides a meaningful and consistent comparison of the company’s underlying business between periods by eliminating certain items required by GAAP, which have little or no significance in the company’s day-to-day operations.

 





AdCare Health Systems, Inc and Subsidiaries

Reconciliation of Net (Loss) Income to EBITDA and EBITDAR

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months

 

 

 

 

 

 

Three Months Ended

 

Ended

 

Year Ended

 

 

December 31,

 

September 30,

 

December 31,

 

 

2010

 

2009

 

2010

 

2010

 

2009

Net (Loss)  Income

(1,165,138)

 

18,618

 

(1,643,663)

 

(2,199,779)

 

480,346

 

 

Interest income

(3,519)

 

(2,546)

 

(6,860)

 

(17,739)

 

(5,472)

 

Interest expense

1,352,171

 

321,898

 

427,308

 

2,372,299

 

1,209,926

 

Income tax expense

10,642

 

10,642

 

10,641

 

42,567

 

42,567

 

Amortization of stock based compensation

193,082

 

202,845

 

215,761

 

840,413

 

364,107

 

Depreciation and amortization

498,775

 

235,892

 

303,190

 

1,277,939

 

918,851

EBITDA

886,013

 

787,349

 

(693,623)

 

2,317,710

 

3,010,325

 

Rent expense

1,748,597

 

142,993

 

869,443

 

2,907,530

 

628,829

EBITDAR

2,634,610

 

930,342

 

175,820

 

5,225,240

 

3,639,154



Company Contacts

Boyd Gentry, Co-CEO

Chris Brogdon, Vice Chairman & CAO

David A. Tenwick, Chairman of Board

AdCare Health Systems, Inc.

Tel (937) 964-8974

info@adcarehealth.com


Investor Relations

Ron Both or Geoffrey Plank

Liolios Group, Inc.

Tel (949) 574-3860

info@liolios.com





ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited)


 

 

 

 

Year Ended

 

 

 

 

December 31,

 

 

 

ASSETS

2010

 

2009

Current Assets:

 

 

 

Cash and cash equivalents

 $       3,911,140 

 

 $    4,481,100 

Restricted cash

1,047,454 

 

721,142 

Accounts receivable:

 

 

 

 

Long-term care resident receivables, net

10,943,963 

 

1,929,951 

 

Management, consulting and development receivables, net

            271,224 

 

124,761 

Prepaid expenses and other

          1,243,663 

 

          420,793 

 

 

 

Total current assets

17,417,444 

 

       7,677,747 

 

 

 

 

 

 

 

Restricted cash and investments

          3,099,936 

 

       1,083,811 

Property and equipment, net

        37,606,301 

 

     16,445,028 

Intangibles, net

16,159,845 

 

       1,189,307 

Goodwill

2,679,482 

 

       2,679,482 

Escrow deposits for acquisitions

1,725,086 

 

Lease deposits

1,670,282 

 

Other assets

         2,600,530 

 

       1,104,046 

 

 

 

Total assets

 $     82,958,906 

 

 $  30,179,421 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

Current Liabilities:

 

 

 

 

Current portion of notes payable and other debt

 $       3,633,401 

 

 $       707,935 

 

Accounts payable

3,411,772 

 

       1,039,422 

 

Accrued expenses

9,664,325 

 

3,074,057 

 

 

 

Total current liabilities

        16,709,498 

 

4,821,414 

 

 

 

 

 

 

 

Notes payable and other debt, net of current portion

47,210,995 

 

     16,725,472 

Derivative liability

2,905,750 

 

Other liabilities

1,267,429 

 

344,153 

Deferred tax liability

255,141 

 

212,574 

 

 

Total liabilities

    68,348,813 

 

22,103,613 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

Preferred stock, no par value; 1,000,000 shares authorized;

 

 

 

 

 

no shares issued or outstanding

                    - 

 

                    - 

 

Common stock and additional paid-in capital, no par value;

 

 

 

 

 

29,000,000 shares authorized; 8,349,197 and 5,628,007 shares issued and outstanding

26,611,870 

 

17,571,801 

 

Accumulated deficit

    (12,548,870)

 

    (9,805,249)

 

 

Total stockholders' equity

14,063,000 

 

       7,766,552 

 

Noncontrolling interest in subsidiaries

547,093 

 

309,256 

 

 

Total equity

14,610,093 

 

8,075,808 

 

 

Total liabilities and stockholders' equity

 $     82,958,906 

 

 $  30,179,421 

 

 

 

 

 

 

 













ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


 

 

 

Year Ended

 

 

 

December 31,

 

 

 

2010

 

2009

Revenues:

 

 

 

 

Patient care revenues

$51,143,381

 

$24,834,831

 

Management, consulting and development fee revenue

2,093,334

 

1,856,269

 

 

Total revenue

53,236,715

 

26,691,100

 

 

 

 

 

 

Expenses:

 

 

 

 

Payroll and related payroll costs

32,390,302

 

15,371,150

 

Other operating expenses

18,313,705

 

7,998,158

 

Lease expense

2,907,530

 

628,829

 

Depreciation and amortization

1,277,939

 

918,851

 

 

Total expenses

54,889,476

 

24,916,988

 

 

 

 

 

 

(Loss) Income from Operations

(1,652,761)

 

1,774,112

Other Income (Expense):

 

 

 

 

Interest income

17,739

 

5,472

 

Interest expense

(2,372,299)

 

(1,209,926)

 

Gain on acquisitions, net of acquisition costs

2,446,483

 

-

 

Derivative loss

(343,144)

 

-

 

Loss on debt extinguishment

(228,203)

 

-

 

Other expense

(25,027)

 

(46,745)

 

 

Total other expense

(504,451)

 

(1,251,199)

 

 

 

 

 

 

(Loss) Income Before Income Taxes

(2,157,212)

 

522,913

Income Tax Expense

(42,567)

 

(42,567)

Net (Loss) Income

(2,199,779)

 

480,346

Net Income Attributable to Noncontrolling Interests

(543,842)

 

(40,063)

Net (Loss) Income Attributable to AdCare Health Systems

$(2,743,621)

 

$440,283

 

 

 

 

Net (Loss) Income Per Share, Basic:

$         (0.40)

 

$         0.11

Net (Loss) Income Per Share, Diluted:

$         (0.40)

 

$         0.09

 

 

 

 

 

 

Weighted Average Common Shares Outstanding,

 

 

 

 

Basic

6,879,651

 

4,113,150

 

Diluted

6,879,651

 

4,646,913