Five Star Senior Living Inc. Announces Its Third Quarter 2019 Results

Third Quarter Senior Living Revenues of $270.0 Million

Third Quarter Net Loss of $7.1 Million

Third Quarter Pro Forma Net Income of $4.1 Million, Pro Forma EBITDA of $8.3 Million and Pro Forma Net Income per Share of $0.13

Increased Occupancy at Owned and Leased Senior Living Communities by 90 Basis Points in Third Quarter Compared to Last Year

NEWTON, Mass.–(BUSINESS WIRE)–Five Star Senior Living Inc. (Nasdaq: FVE) today announced its financial results for the quarter and nine months ended September 30, 2019.

We are pleased to announce that we remain on track to complete the restructuring of our business arrangements with Senior Housing Properties Trust on January 1, 2020,” stated Katie Potter, President and Chief Executive Officer of Five Star Senior Living Inc. “Additionally, we made significant progress on our labor initiatives during the third quarter, reducing our September turnover level to its lowest point in a year. While such initiatives may adversely impact our financial results in the short term, we believe that by remaining focused on attracting, investing in and retaining a high caliber workforce, we are continuing to reposition the company for stable, long term growth. With this in mind, our pro forma third quarter EBITDA and net income per share giving effect to the restructuring was $8.3 million and $0.13, respectively.”

Financial Results for the Quarter Ended September 30, 2019:

  • Senior living revenue for the third quarter of 2019 decreased 1.0% to $270.0 million from $272.7 million for the same period in 2018, primarily due to the sale of three skilled nursing facilities, or SNFs, to a third party during the second quarter of 2019 and the sale of 15 SNFs to a third party during the third quarter of 2019, partially offset by increases in occupancy and in revenues attributable to ancillary services, such as rehabilitation and wellness services. Management fee revenue for the third quarter of 2019 increased 1.1% to $4.1 million from $4.0 million for the same period in 2018, primarily due to an increase in the number of managed communities to 77 from 75 for the same period in 2018.
  • Net loss for the third quarter of 2019 was $7.1 million, or $1.41 per share, compared to a net loss of $21.6 million, or $4.34 per share, for the same period in 2018. Net loss for the third quarter of 2019 included $1.3 million, or $0.27 per share, of costs related to the April 1, 2019 transaction agreement with Senior Housing Properties Trust (Nasdaq: SNH), or the Transaction Agreement, and a loss on the sale of senior living communities of $0.7 million, or $0.15 per share. Net loss for the third quarter of 2019 decreased approximately $14.5 million compared to the same period in 2018, primarily due to a decrease in rent expense attributable to the reduction in Five Star’s minimum monthly rent payable to SNH pursuant to the Transaction Agreement. Pro forma third quarter net income giving effect to the restructuring was $4.1 million, or $0.13 per share.
  • Earnings before interest, taxes, depreciation and amortization, or EBITDA, for the third quarter of 2019 was $(5.0) million compared to $(12.4) million for the same period in 2018. EBITDA excluding certain items, or Adjusted EBITDA, for the third quarter of 2019 was $(2.9) million compared to $(12.4) million for the same period in 2018. Pro forma third quarter EBITDA giving effect to the restructuring was $8.3 million. A reconciliation of net loss determined in accordance with U.S. generally accepted accounting principles, or GAAP, to EBITDA and Adjusted EBITDA for the quarters ended September 30, 2019 and 2018 appears later in this press release.

Operating Results for the Quarter Ended September 30, 2019:

  • Occupancy at owned and leased senior living communities for the third quarter of 2019 increased 90 basis points to 82.9% from 82.0% for the same period in 2018.
  • Average monthly rates at owned and leased senior living communities for the third quarter of 2019 decreased 1.0% to $4,654 from $4,701 for the same period in 2018.
  • The percentage of revenue derived from residents’ private resources at owned and leased senior living communities for the third quarter of 2019 was 80.2% compared to 77.8% for the same period in 2018.

Financial Results for the Nine Months Ended September 30, 2019:

  • Senior living revenue for the nine months ended September 30, 2019 increased 0.4% to $821.5 million from $818.1 million for the same period in 2018, primarily due to increases in occupancy and in revenues attributable to ancillary services, such as rehabilitation and wellness services, partially offset by Five Star’s sale in 2018 of four senior living communities to SNH, which communities Five Star now manages for SNH’s account, and one SNF to a third party during the first half of 2018, as well as the sales of 18 SNFs to third parties during the second and third quarters of 2019. Management fee revenue for the nine months ended September 30, 2019 increased 5.7% to $12.1 million from $11.4 million for the same period in 2018, primarily due to an increase in the number of managed communities to 77 from 75 for the same period in 2018.
  • Net loss for the nine months ended September 30, 2019 was $36.1 million, or $7.21 per share, compared to a net loss of $50.4 million, or $10.16 per share, for the same period in 2018. Net loss for the nine months ended September 30, 2019 included $10.1 million, or $2.02 per share, of costs related to the Transaction Agreement, $3.3 million, or $0.65 per share, of long lived impairment charges recorded by Five Star to reduce the carrying value of certain long lived assets to their estimated fair values, a $0.9 million, or $0.17 per share, loss on sale of senior living communities and $0.4 million, or $0.08 per share, of net severance costs incurred during the second quarter of 2019 related to payments owed to a former Five Star executive officer. Net loss for the nine months ended September 30, 2018 included a $7.1 million, or $1.44 per share, gain on sale of senior living communities, primarily due to Five Star’s sale of four senior living communities to SNH during the first half of 2018, which communities Five Star now manages for SNH’s account.
  • EBITDA for the nine months ended September 30, 2019 was $(20.9) million compared to $(22.0) million for the same period in 2018. Adjusted EBITDA was $(6.2) million for the nine months ended September 30, 2019 and $(28.2) million for the same period in 2018. A reconciliation of net loss determined in accordance with GAAP to EBITDA and Adjusted EBITDA for the nine months ended September 30, 2019 and 2018 appears later in this press release.
  • Unrestricted cash and cash equivalents were $39.4 million at September 30, 2019 compared to $29.5 million at December 31, 2018. Cash flows provided by operating activities were $12.1 million for the nine months ended September 30, 2019 compared to cash flows used in operating activities of $26.0 million for the same period in 2018. This change was primarily due to the reduction in Five Star’s monthly minimum rent payable to SNH under Five Star’s master leases with SNH pursuant to the Transaction Agreement, partially offset by transaction fees paid in connection with the Transaction Agreement.

Restructuring of Business Arrangements with SNH:

As previously disclosed, in April 2019, Five Star entered into the Transaction Agreement with SNH, pursuant to which Five Star and SNH agreed to restructure their existing business arrangements, subject to certain conditions and the receipt of various approvals.

  • Effective January 1, 2020 (or January 1, 2021 if extended under the Transaction Agreement), or the Conversion Time, Five Star’s existing five master leases with SNH for SNH’s senior living communities leased to Five Star, as well as Five Star’s existing management agreements and pooling agreements with SNH for SNH’s senior living communities managed by Five Star for SNH’s account, will be terminated and replaced with new management agreements between Five Star and SNH for all of these senior living communities.
  • At the Conversion Time, Five Star will issue to SNH such number of Five Star common shares as is necessary to cause SNH to own, when considered together with Five Star common shares then owned by SNH, approximately 34% of Five Star’s then outstanding common shares, and SNH will declare a pro rata distribution to the holders of its common shares of beneficial interest of the right to receive, and Five Star will issue on a pro rata basis to such holders, a number of Five Star common shares that equals approximately 51% of Five Star’s then outstanding common shares, or, together, the Share Issuances; the noted percentage ownership amounts are post-issuance, giving effect to the Share Issuances. On June 11, 2019, Five Star’s stockholders approved the Share Issuances in satisfaction of one of the conditions to the restructuring of Five Star’s business arrangements with SNH. On September 27, 2019, Five Star filed a registration statement on Form S-1 with the Securities and Exchange Commission, or SEC, to register the Five Star common shares to be issued pursuant to the Transaction Agreement. Five Star expects this registration statement to be declared effective by the SEC prior to December 31, 2019.
  • At the Conversion Time, as consideration for the Share Issuances, SNH will provide to Five Star $75.0 million of additional consideration.
  • As of February 1, 2019, the aggregate amount of monthly minimum rent payable to SNH by Five Star under Five Star’s master leases with SNH was reduced to $11.0 million, subject to adjustment and extension, and no additional rent is payable to SNH by Five Star from such date. The aggregate amount of monthly minimum rent payable to SNH was reduced to approximately $10.8 million as of September 30, 2019 as a result of the dispositions of certain senior living communities we leased from SNH, and remains subject to further adjustment.
  • On April 1, 2019, SNH purchased from Five Star approximately $50.0 million of unencumbered fixed assets and improvements related to SNH’s senior living communities leased to and operated by Five Star, which amount was subsequently reduced to $49.2 million.
  • In connection with the Transaction Agreement, Five Star entered into a credit agreement with SNH pursuant to which SNH extended to Five Star a $25.0 million line of credit, which is secured by six senior living communities owned by Five Star. This line of credit matures at the Conversion Time, and there are currently no amounts outstanding under this line of credit.

Other:

  • As previously announced, effective August 12, 2019, Margaret Wigglesworth became Five Star’s Senior Vice President and Chief Operating Officer. Ms. Wigglesworth joined Five Star with extensive management experience spanning nearly three decades, including previously held leadership roles at the International Council of Shopping Centers, Cresa and Colliers International Group Inc.
  • In September 2019, Five Star and SNH sold to a third party 15 SNFs located in Iowa, Nebraska and Kansas that SNH owned and leased to Five Star, and Five Star no longer operates those facilities.
  • On September 30, 2019, Five Star effected a one-for-ten reverse stock split of its common shares, or the Reverse Stock Split, as a result of which Five Star regained compliance with the listing standards of The Nasdaq Market LLC, or Nasdaq, for continued listing on Nasdaq. As required under GAAP, all impacted amounts and share information included in this press release have been retroactively adjusted for the Reverse Stock Split, as if the Reverse Stock Split occurred on the first day of the first period presented. Certain adjusted amounts may not agree with previously reported amounts due to rounding of fractional shares.

Conference Call:

At 1:00 p.m. Eastern Time this afternoon, President and Chief Executive Officer, Katherine Potter, Executive Vice President, Chief Financial Officer and Treasurer, Jeffrey Leer, and Senior Vice President and Chief Operating Officer, Margaret Wigglesworth, will host a conference call to discuss Five Star’s third quarter 2019 results.

The conference call telephone number is (877) 329-4332. Participants calling from outside the United States and Canada should dial (412) 317-5436. No pass code is necessary to access the call from either number. Participants should dial in about 15 minutes prior to the scheduled start of the call. A replay of the conference call will be available through 11:59 p.m. Eastern Time on Wednesday, November 13, 2019. To access the replay, dial (412) 317-0088. The replay pass code is 10134935.

A live audio webcast of the conference call will also be available in a listen-only mode on Five Star’s website, www.fivestarseniorliving.com. Participants wanting to access the webcast should visit Five Star’s website about five minutes before the call. The archived webcast will be available for replay on Five Star’s website following the call for about a week. The transcription, recording and retransmission in any way of Five Star’s third quarter 2019 conference call are strictly prohibited without the prior written consent of Five Star. Five Star’s website is not incorporated as part of this press release.

About Five Star Senior Living Inc.:

Five Star Senior Living Inc. is a senior living and healthcare services company. As of September 30, 2019, Five Star operated 267 senior living communities with 31,116 living units located in 32 states, including 190 communities (20,948 living units) that it owned or leased and 77 communities (10,168 living units) that it managed. These communities include independent living, assisted living, continuing care retirement and skilled nursing communities. Five Star is headquartered in Newton, Massachusetts.

 

FIVE STAR SENIOR LIVING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2019

 

2018

 

2019

 

2018

REVENUES:

 

 

 

 

 

 

 

 

Senior living revenue

 

$

270,047

 

$

272,701

 

$

821,478

 

$

818,108

Management fee revenue

 

4,053

 

4,009

 

12,060

 

11,408

Reimbursed costs incurred on behalf of managed communities

 

80,909

 

72,200

 

232,733

 

208,009

Total Revenues

 

355,009

 

348,910

 

1,066,271

 

1,037,525

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

Senior living wages and benefits

 

147,048

 

142,035

 

435,927

 

418,917

Other senior living operating expenses

 

78,209

 

76,761

 

227,553

 

226,302

Costs incurred on behalf of managed communities

 

80,909

 

72,200

 

232,733

 

208,009

Rent expense

 

33,169

 

52,282

 

120,973

 

156,640

General and administrative expenses

 

20,094

 

18,965

 

67,144

 

57,405

Depreciation and amortization expense

 

2,818

 

9,137

 

13,924

 

26,974

Loss (gain) on sale of senior living communities

 

749

 

62

 

850

 

(7,131)

Long lived asset impairment

 

18

 

 

3,278

 

365

Total operating expenses

 

363,014

 

371,442

 

1,102,382

 

1,087,481

 

 

 

 

 

 

 

 

 

Operating loss

 

(8,005)

 

(22,532)

 

(36,111)

 

(49,956)

 

 

 

 

 

 

 

 

 

Interest, dividend and other income

 

414

 

192

 

985

 

577

Interest and other expense

 

(384)

 

(466)

 

(2,196)

 

(1,773)

Unrealized gain on equity investments

 

148

 

133

 

476

 

127

Realized (loss) gain on sale of debt and equity investments, net of tax

 

(9)

 

2

 

227

 

(8)

 

 

 

 

 

 

 

 

 

Loss before income taxes and equity in earnings of an investee

 

(7,836)

 

(22,671)

 

(36,619)

 

(51,033)

Benefit (provision) for income taxes

 

687

 

263

 

(98)

 

(274)

Equity in earnings of an investee, net of tax

 

83

 

826

 

617

 

882

Net loss

 

$

(7,066)

 

$

(21,582)

 

$

(36,100)

 

$

(50,425)

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding (basic and diluted)

 

5,012

 

4,968

 

5,007

 

4,964

 

 

 

 

 

 

 

 

 

Net loss per share (basic and diluted)

 

$

(1.41)

 

$

(4.34)

 

$

(7.21)

 

$

(10.16)

 

FIVE STAR SENIOR LIVING INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

(unaudited)

 

 

 

September 30,

 

December 31,

 

 

2019

 

2018

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

39,423

 

$

29,512

Accounts receivable, net of allowance

 

36,084

 

37,758

Due from related persons

 

6,406

 

7,855

Investments

 

21,360

 

20,179

Restricted cash

 

23,047

 

19,720

Prepaid expenses and other current assets

 

25,050

 

23,029

Assets held for sale

 

13,416

 

Total current assets

 

164,786

 

138,053

 

 

 

 

 

Property and equipment, net

 

164,736

 

243,873

Equity investment of an investee

 

9,340

 

8,633

Restricted cash

 

1,478

 

923

Restricted investments

 

6,556

 

8,073

Right of use assets

 

878,673

 

Other long term assets

 

6,196

 

6,069

Total assets

 

$

1,231,765

 

$

405,624

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

Current liabilities:

 

 

 

 

Revolving credit facility

 

$

 

$

51,484

Accounts payable and accrued expenses

 

76,816

 

69,667

Current portion of lease liabilities

 

94,432

 

Accrued compensation and benefits

 

44,626

 

35,421

Due to related persons

 

19,344

 

18,883

Mortgage notes payable

 

356

 

339

Accrued real estate taxes

 

2,271

 

12,959

Security deposits and current portion of continuing care contracts

 

691

 

3,468

Other current liabilities

 

33,842

 

37,472

Liabilities held for sale

 

16,053

 

Total current liabilities

 

288,431

 

229,693

 

 

 

 

 

Long term liabilities:

 

 

 

 

Mortgage notes payable

 

7,263

 

7,533

Long term portion of lease liabilities

 

798,826

 

Accrued self-insurance obligations

 

31,929

 

33,030

Deferred gain on sale and leaseback transaction

 

 

59,478

Other long term liabilities

 

1,518

 

4,721

Total long term liabilities

 

839,536

 

104,762

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

Common stock, par value $.01: 75,000,000 shares authorized, 5,082,334 and 5,085,345 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively

 

51

 

51

Additional paid in capital

 

362,314

 

362,012

Accumulated deficit

 

(261,263)

 

(292,636)

Accumulated other comprehensive income

 

2,696

 

1,742

Total shareholders’ equity

 

103,798

 

71,169

Total liabilities and shareholders’ equity

 

$

1,231,765

 

$

405,624

 

FIVE STAR SENIOR LIVING INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

 

 

Nine Months Ended September 30,

 

 

2019

 

2018

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

Net loss

 

$

(36,100)

 

$

(50,425)

Adjustments to reconcile net loss to cash provided by (used in) operating activities:

 

 

 

 

Depreciation and amortization expense

 

13,924

 

26,974

Loss (gain) on sale of senior living communities

 

850

 

(7,131)

Unrealized gain on equity securities

 

(476)

 

(127)

Realized (gain) loss on sale of debt and equity investments

 

(227)

 

8

Loss on disposal of property and equipment

 

86

 

263

Long lived asset impairment

 

3,278

 

365

Equity in earnings of an investee, net of tax

 

(617)

 

(882)

Stock based compensation

 

302

 

654

Provision for losses on receivables

 

3,232

 

3,694

Amortization of non-cash rent adjustments

 

(944)

 

(4,957)

Other noncash expense (income) adjustments, net

 

120

 

279

Changes in assets and liabilities:

 

 

 

 

Accounts receivable

 

(1,558)

 

(1,881)

Prepaid expenses and other assets

 

(4,939)

 

(1,715)

Accounts payable and accrued expenses

 

5,365

 

(2,491)

Accrued compensation and benefits

 

9,205

 

7,164

Due from (to) related persons, net

 

15,976

 

(1,670)

Other current and long term liabilities

 

4,600

 

5,879

Cash provided by (used in) operating activities

 

12,077

 

(25,999)

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

Acquisition of property and equipment

 

(37,433)

 

(36,941)

Purchases of investments

 

(2,897)

 

(3,239)

Proceeds from sale of property and equipment

 

90,822

 

14,749

(Settlement of liabilities) proceeds from sale of communities

 

(749)

 

31,819

Proceeds from sale of investments

 

5,042

 

6,349

Cash provided by investing activities

 

54,785

 

12,737

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

Proceeds from borrowings on revolving credit facility

 

5,000

 

25,000

Repayments of borrowings on revolving credit facility

 

(56,484)

 

(25,000)

Repayments of mortgage notes payable

 

(272)

 

(427)

Payment of deferred financing fees

 

(1,271)

 

Cash used in financing activities

 

(53,027)

 

(427)

 

 

 

 

 

Change in cash, cash equivalents and restricted cash

 

13,835

 

(13,689)

Cash, cash equivalents and restricted cash at beginning of period

 

50,155

 

48,478

Cash, cash equivalents and restricted cash at end of period

 

$

63,990

 

$

34,789

 

 

 

 

 

Reconciliation of cash, cash equivalents and restricted cash:

 

 

 

 

Cash and cash equivalents

 

$

39,423

 

$

13,128

Restricted cash

 

24,525

 

21,661

Restricted cash presented in assets held for sale

 

42

 

Cash, cash equivalents and restricted cash at end of period

 

$

63,990

 

$

34,789

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

Cash paid for interest

 

$

1,691

 

$

1,195

Cash (received) paid for income taxes, net

 

$

(1,366)

 

$

338

 

 

 

 

 

NON-CASH ACTIVITIES:

 

 

 

 

Initial recognition of right of use assets

 

$

1,478,958

 

$

Initial recognition of lease liabilities

 

$

1,478,958

 

$

Real estate sale

 

$

 

$

33,364

Mortgage notes assumed by purchaser in real estate sale

 

$

 

$

33,364

FIVE STAR SENIOR LIVING INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(in thousands)

(unaudited)

Non-GAAP financial measures are financial measures that are not determined in accordance with GAAP. Five Star believes the non-GAAP financial measures presented in the table below are meaningful supplemental disclosures because they may help investors gain a better understanding of changes in Five Star’s operating results and its ability to pay rent or service debt, make capital expenditures and expand its business. These non-GAAP financial measures also may help investors make comparisons between Five Star and other companies on both a GAAP and a non-GAAP basis. Five Star believes that EBITDA and Adjusted EBITDA are meaningful financial measures that may help investors better understand its financial performance, including by allowing investors to compare Five Star’s performance between periods and to the performance of other companies. EBITDA and Adjusted EBITDA are used by management to evaluate Five Star’s financial performance and compare Five Star’s performance over time and to the performance of other companies. Five Star calculates EBITDA and Adjusted EBITDA as shown below. These measures should not be considered as alternatives to net income (loss) or operating income (loss), as indicators of Five Star’s operating performance or as measures of Five Star’s liquidity. Also, EBITDA and Adjusted EBITDA as presented may not be comparable to similarly titled amounts calculated by other companies.

Five Star believes that net loss is the most directly comparable financial measure, determined according to GAAP, to Five Star’s presentation of EBITDA and Adjusted EBITDA. The following table presents the reconciliation of net loss to these non-GAAP financial measures for each of the three and nine months ended September 30, 2019 and 2018.

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

2019

 

2018

 

2019

 

2018

Net loss

 

$

(7,066)

 

$

(21,582)

 

$

(36,100)

 

$

(50,425)

Add (less):

 

 

 

 

 

 

 

 

Interest and other expense

 

384

 

466

 

2,196

 

1,773

Interest, dividend and other income

 

(414)

 

(192)

 

(985)

 

(577)

(Benefit) provision for income taxes

 

(687)

 

(263)

 

98

 

274

Depreciation and amortization expense

 

2,818

 

9,137

 

13,924

 

26,974

EBITDA

 

(4,965)

 

(12,434)

 

(20,867)

 

(21,981)

Add (less):

 

 

 

 

 

 

 

 

Long lived asset impairment

 

18

 

 

3,278

 

365

Costs related to compliance assessment

 

 

12

 

 

(106)

Employee litigation matter

 

 

 

 

605

Loss (gain) on sale of senior living communities

 

749

 

62

 

850

 

(7,131)

Severance, net

 

 

 

393

 

Transaction costs (1)

 

1,330

 

 

10,138

 

Adjusted EBITDA

 

$

(2,868)

 

$

(12,360)

 

$

(6,208)

 

$

(28,248)

  1. Costs incurred by Five Star related to the Transaction Agreement.

SELECTED PRO FORMA CON

Contacts

Michael Kodesch, Director, Investor Relations

(617) 796-8245

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