Five Star Senior Living Inc. Announces Second Quarter 2020 Results

Second Quarter Total Management and Operating Revenues of $54.6 Million

Second Quarter Net Income of $3.0 million and Net Income Per Diluted Share of $0.10

Second Quarter Adjusted EBITDA of $7.1 million

NEWTON, Mass.--()--Five Star Senior Living Inc. (Nasdaq: FVE) today announced its financial results for the quarter ended June 30, 2020.

Katherine Potter, President and Chief Executive Officer, made the following statement regarding the second quarter 2020 results:

We are extremely proud of and encouraged by our team members’ perseverance and dedication during the quarter as the safety and well-being of our residents, clients and team members remains our number one priority. We made significant adjustments to address the unique challenges presented by the COVID-19 pandemic, while still focusing on achieving our strategic initiatives. We remain committed to adapting to these challenges and maintaining an exceptional resident experience that we believe is the key driver of our financial performance. We reported net income per share of $0.10 and adjusted EBITDA of $7.1 million in the second quarter of 2020. Our rehabilitation and wellness services division, Ageility Physical Therapy Solutions, or Ageility, continues to be a key area of growth, generating $19.3 million in revenues during the quarter representing a 5.6% increase over the prior year pro forma results, and Ageility's second quarter operating margins of 21.7% compared to prior year quarter pro forma margins of 10.1%.

Our balance sheet remains strong following the completion of our restructuring transaction with DHC at the beginning of this year, with $76.1 million of cash, $7.4 million of mortgage notes and no balance outstanding on our $65.0 million revolving credit facility as of June 30, 2020. We are well positioned to navigate the COVID-19 pandemic while focusing on the key pillars of our strategy: optimizing senior living operations, growing externally through complementary service offerings like our rehabilitation and wellness services and investing in our owned and leased communities.”

Overview and Results for the Quarter Ended June 30, 2020:

  • The COVID-19 pandemic has had and continues to have a significant effect on FVE and the senior living industry as a whole. FVE's highest priority continues to be maintaining the health and well-being of its residents, clients and team members. As a result, FVE experienced an increase in direct costs to prepare for, prevent the spread of and respond to the COVID-19 pandemic, through purchasing personal protective equipment, testing supplies, disposable food supplies and professional services costs, as well as infectious disease prevention cleaning and sanitation costs in addition to increased labor costs. FVE incurs these costs for its owned and leased communities, rehabilitation and wellness services division and for its corporate operations, and those costs that relate to its managed senior living communities are incurred by Diversified Healthcare Trust, or DHC. FVE experienced a decline in occupancy and average monthly senior living revenue per available unit (RevPAR) throughout the quarter at the senior living communities it operates and manages. FVE also experienced the temporary closure of Ageility clinics for in-person services. The duration and extent of the effects of the COVID-19 pandemic remain unknown and the negative trends are expected to continue throughout the third quarter of 2020.
  • FVE has taken a number of actions to support its team members, residents and communities, including the following:
  • providing free meals to team members;
  • providing COVID-19 emergency leave to team members, including paid leave to team members if they were exposed to or tested positive for COVID-19 and offering flexible work schedules;
  • offering free COVID-19 testing to team members;
  • recognizing and rewarding team members with bonuses in addition to FVE's total rewards package;
  • promoting access to mental health services and other benefits to support team members' mental and physical well-being;
  • hosting virtual all-hands meetings to communicate FVE's policies, procedures and guidelines related to COVID-19 response and re-opening efforts and to ensure team members are supported with assistance and guidance;
  • implementing new virtual group activities for residents that allow for engagement while maintaining social distancing;
  • expanding effective communication channels to residents and communities;
  • providing devices and connectivity options for interaction with family members, virtual programming opportunities and distance learning; and
  • focusing on learning and development opportunities.
  • FVE has taken a number of actions to mitigate the effects of the COVID-19 pandemic, including the following:
  • restricting access to senior living communities to essential visitors and team members, and only reopening communities when it is determined safe to do so in accordance with applicable federal, state and local regulations and guidelines, and FVE internal criteria;
  • temporarily closing Ageility clinics for in-person services and only easing restrictions when it is determined safe to do so and in accordance with federal, state and local regulations;
  • enhancing infectious disease prevention and control policies, procedures and protocols;
  • providing additional and enhanced training to team members at all levels of the organization;
  • working with vendors to provide adequate supplies and personal protective equipment to senior living communities and Ageility clinics;
  • deferring the payment of $8.8 million of payroll taxes as permitted by the CARES Act, of which $1.7 million will not be reimbursable from DHC; and
  • effectively transitioning to virtual sales and marketing activities and thoughtfully proceeding with resident move-ins, when appropriate.
  • Combined senior living revenues and management fees for communities FVE leased from DHC prior to January 1, 2020, and since that date manages on behalf of DHC, for the quarter ended June 30, 2020 decreased to $35.3 million from $267.0 million for the same period in 2019, primarily due to the conversion of the formerly leased senior living communities to managed communities as a result of the Restructuring Transactions, as described in the Selected Pro Forma Condensed Consolidated Financial Information and Other Data in the Supplemental Information of this press release. Additionally, the decline in revenues as compared to the same period of the prior year are impacted by the sales of 15 communities in the third quarter of 2019 that FVE previously leased from DHC. Senior living revenues at communities FVE leased or owned continuously since April 1, 2019 was $19.5 million, which represents a $1.3 million or 6.0% decrease from the same period in 2019, primarily due to decreases in occupancy as a result of the COVID-19 pandemic. Revenues decreased $3.5 million compared to the June 30, 2019 pro forma results, which consider the financial results as if the Restructuring Transactions had closed on January 1, 2019, and is primarily attributable a decline in occupancy and RevPAR due to the COVID-19 pandemic.
  • Rehabilitation and wellness services revenues for the second quarter of 2020 increased to $19.3 million from $11.5 million for the same period in 2019, primarily due to the impact of $6.7 million of inpatient clinic revenue at communities FVE previously leased from DHC during the second quarter of 2019, which was previously eliminated in consolidation accounting prior to the Restructuring Transactions, as well as the opening of 64 net new outpatient clinics. These increases were partially offset by revenue declines resulting from the reduction of in-person visits as a result of the COVID-19 pandemic. Revenues increased $1.0 million compared to the June 30, 2019 pro forma results, which consider the financial results as if the Restructuring Transactions had closed on January 1, 2019, and is primarily attributable to opening 64 net new clinics since July 1, 2019 offset by a decline in revenue as a result of the reduction of in-person visits due to the COVID-19 pandemic.
  • The U.S. Department of Health and Human Services, or HHS, through the CARES Act Provider Relief Fund, distributed funds to healthcare providers to offset lost revenue and increased healthcare related costs associated with COVID-19. FVE received general distribution payments under the CARES Act related to rehabilitation and wellness services totaling $1.7 million and recognized $1.5 million in other operating income associated with these funds.
  • Net income for the second quarter of 2020 was $3.0 million, or $0.10 per diluted share, compared to net income of $5.0 million, or $0.16 per diluted share, for the June 30, 2019 pro forma results.
  • Earnings before interest, taxes, depreciation and amortization, or EBITDA, for the second quarter of 2020 was $5.0 million compared to $9.3 million for the June 30, 2019 pro forma results. Adjusted EBITDA, as described further below, was $7.1 million for the second quarter of 2020 compared to $9.8 million for the June 30, 2019 pro forma results. EBITDA and Adjusted EBITDA are non-GAAP financial measures. Reconciliations of net income determined in accordance with GAAP to EBITDA and Adjusted EBITDA for the quarters ended June 30, 2020 and 2019 are presented later in this press release.
  • As of June 30, 2020, FVE had unrestricted cash and cash equivalents of $76.1 million, including $4.7 million of targeted skilled nursing facility (SNF) distribution funds under the CARES Act primarily related to SNFs that FVE previously leased from DHC during 2018 and 2019 for which FVE is evaluating its eligibility to retain those funds. In the event FVE determines it is are not eligible to retain the funds received, FVE will remit the funds to HHS by August 20, 2020. In addition, FVE had no amounts outstanding on its revolving credit facility and $7.4 million outstanding on a mortgage note.

Conference Call Information:

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 FVE's second quarter 2020 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 Thursday, August 13, 2020. To hear the replay, dial (412) 317-0088. The replay pass code is 10145299.

A live audio webcast of the conference call will also be available in a listen-only mode on FVE’s website, www.fivestarseniorliving.com. Participants wanting to access the webcast should visit FVE’s website about five minutes before the call. The archived webcast will be available for replay on FVE’s website following the call for about a week. The transcription, recording and retransmission in any way of FVE's second quarter 2020 conference call are strictly prohibited without the prior written consent of FVE. FVE’s website is not incorporated as part of this press release.

About Five Star Senior Living Inc.:

FVE is a senior living and rehabilitation and wellness services company. As of June 30, 2020, FVE operated 265 senior living communities (30,660 living units) located in 32 states, including 241 communities (28,348 living units) that it managed and 24 communities (2,312 living units) that it owned or leased. FVE operates communities that include independent living, assisted living, continuing care retirement and skilled nursing communities. Additionally, FVE's rehabilitation and wellness services segment includes Ageility Physical Therapy SolutionsTM, or Ageility, a division of FVE, which provides rehabilitation and wellness services within FVE communities as well as to external customers. As of June 30, 2020, Ageility operated 206 outpatient rehabilitation clinics and 40 inpatient rehabilitation clinics. FVE is headquartered in Newton, Massachusetts.

Five Star Senior Living Inc.

Condensed Consolidated Statements of Operations

(amounts in thousands, except per share amounts)

(unaudited)

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2020

 

2019

 

2020

 

2019

REVENUES

 

 

 

 

 

 

 

 

Senior living

 

$

19,590

 

 

$

263,008

 

 

$

40,587

 

 

$

529,171

 

Management fees

 

15,705

 

 

4,024

 

 

32,756

 

 

8,007

 

Rehabilitation and wellness services

 

19,268

 

 

11,488

 

 

40,652

 

 

22,260

 

Total management and operating revenues

 

54,563

 

 

278,520

 

 

113,995

 

 

559,438

 

Reimbursed community-level costs incurred on behalf of managed communities

 

224,104

 

 

77,219

 

 

456,120

 

 

151,824

 

Other reimbursed expenses

 

6,417

 

 

 

 

12,414

 

 

 

Total revenues

 

285,084

 

 

355,739

 

 

582,529

 

 

711,262

 

Other operating income

 

1,499

 

 

 

 

1,499

 

 

 

Total revenues and other operating income

 

286,583

 

 

355,739

 

 

584,028

 

 

711,262

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

Senior living wages and benefits

 

9,705

 

 

137,259

 

 

19,505

 

 

273,637

 

Other senior living operating expenses

 

8,331

 

 

71,301

 

 

11,573

 

 

146,967

 

Rehabilitation and wellness services expenses

 

15,451

 

 

9,265

 

 

32,471

 

 

17,619

 

Community-level costs incurred on behalf of managed communities

 

224,104

 

 

77,219

 

 

456,120

 

 

151,824

 

General and administrative

 

23,567

 

 

20,548

 

 

46,432

 

 

47,050

 

Rent

 

1,378

 

 

33,262

 

 

2,555

 

 

87,804

 

Depreciation and amortization

 

2,703

 

 

2,941

 

 

5,404

 

 

11,106

 

Loss on sale of senior living communities

 

 

 

101

 

 

 

 

101

 

Long-lived asset impairment

 

 

 

112

 

 

 

 

3,260

 

Total operating expenses

 

285,239

 

 

352,008

 

 

574,060

 

 

739,368

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

1,344

 

 

3,731

 

 

9,968

 

 

(28,106)

 

 

 

 

 

 

 

 

 

 

Interest, dividend and other income

 

182

 

 

415

 

 

521

 

 

571

 

Interest and other expense

 

(409)

 

 

(906)

 

 

(791)

 

 

(1,812)

 

Unrealized gain (loss) on equity investments

 

867

 

 

(38)

 

 

(595)

 

 

328

 

Realized gain on sale of debt and equity investments

 

116

 

 

144

 

 

95

 

 

236

 

Loss on termination of leases

 

 

 

 

 

(22,899)

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes and equity in earnings of an investee

 

2,100

 

 

3,346

 

 

(13,701)

 

 

(28,783)

 

Benefit (provision) for income taxes

 

902

 

 

705

 

 

(506)

 

 

(785)

 

Equity in earnings of an investee

 

 

 

130

 

 

 

 

534

 

Net income (loss)

 

$

3,002

 

 

$

4,181

 

 

$

(14,207)

 

 

$

(29,034)

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding—basic

 

31,460

 

 

5,007

 

 

31,454

 

 

5,005

 

Weighted average shares outstanding—diluted

 

31,582

 

 

5,142

 

 

31,454

 

 

5,005

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share—basic

 

$

0.10

 

 

$

0.84

 

 

$

(0.45)

 

 

$

(5.80)

 

Net income (loss) per share—diluted

 

$

0.10

 

 

$

0.81

 

 

$

(0.45)

 

 

$

(5.80)

 

Five Star Senior Living Inc.

Reconciliation of Non-GAAP Financial Measures

(dollars in thousands)

(unaudited)

Non-GAAP financial measures are financial measures that are not determined in accordance with GAAP. FVE believes the non-GAAP financial measures presented in the table below are meaningful supplemental disclosures because they may help investors better understand changes in FVE’s operating results and its ability to pay rent or service debt, make capital expenditures and expand its business. These non-GAAP financial measures may also help investors make comparisons between FVE and other companies on both a GAAP and non-GAAP basis. FVE 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 FVE's performance between periods and to the performance of other companies. FVE management uses EBITDA and Adjusted EBITDA to evaluate FVE’s financial performance and compare FVE’s performance over time and to the performance of other companies. FVE 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 FVE’s operating performance or as measures of FVE’s liquidity. Also, EBITDA and Adjusted EBITDA as presented may not be comparable to similarly titled amounts calculated by other companies.

FVE believes that net income (loss) is the most directly comparable financial measure, determined according to GAAP, to FVE’s presentation of EBITDA and Adjusted EBITDA. The following table presents the reconciliation of these non-GAAP financial measures to net income (loss) for each of the three and six months ended June 30, 2020 and 2019.

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2020

 

2019

 

2020

 

2019

Net income (loss)

 

$

3,002

 

 

$

4,181

 

 

$

(14,207)

 

 

$

(29,034)

 

Add (less):

 

 

 

 

 

 

 

 

Interest and other expense

 

409

 

 

906

 

 

791

 

 

1,812

 

Interest, dividend and other income

 

(182)

 

 

(415)

 

 

(521)

 

 

(571)

 

(Benefit) provision for income taxes

 

(902)

 

 

(705)

 

 

506

 

 

785

 

Depreciation and amortization

 

2,703

 

 

2,941

 

 

5,404

 

 

11,106

 

EBITDA

 

5,030

 

 

6,908

 

 

(8,027)

 

 

(15,902)

 

Add (less):

 

 

 

 

 

 

 

 

Long-lived asset impairment

 

 

 

112

 

 

 

 

3,260

 

Loss on sale of senior living communities

 

 

 

101

 

 

 

 

101

 

Severance (1)

 

282

 

 

393

 

 

282

 

 

393

 

Litigation settlement (2)

 

2,473

 

 

 

 

2,473

 

 

 

Unrealized (gain) loss on equity investments

 

(867)

 

 

38

 

 

595

 

 

(328)

 

Loss on termination of leases (3)

 

 

 

 

 

22,899

 

 

 

Transaction costs (4)

 

175

 

 

1,133

 

 

1,270

 

 

8,808

 

Adjusted EBITDA

 

$

7,093

 

 

$

8,685

 

 

$

19,492

 

 

$

(3,668)

 

 

 

 

 

 

 

 

 

 

(1) Costs incurred for the three months ended June 30, 2020 represent those related to a reduction in workforce.

(2) Represents costs incurred related to the settlement of a lawsuit and is included in other senior living operating expenses in our condensed consolidated statements of operations. The agreed upon settlement remains subject to a final definitive settlement agreement and to court and regulatory approvals.

(3) Represents the excess of the fair value of the Share Issuances of $97,899 compared to the consideration of $75,000 paid by DHC, as described in the Selected Pro Forma Condensed Consolidated Financial Information and Other Data in the Supplemental Information of this press release.

(4) Includes costs incurred related to the Restructuring Transactions as described in the Selected Pro Forma Condensed Consolidated Financial Information and Other Data in the Supplemental Information of this press release.

Five Star Senior Living Inc.

Condensed Consolidated Balance Sheets

(dollars in thousands, except per share amounts)

(unaudited)

 

 

June 30,

 

December 31,

 

 

2020

 

2019

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

76,114

 

 

$

31,740

 

Restricted cash and cash equivalents

 

23,858

 

 

23,995

 

Accounts receivable, net of allowance

 

9,387

 

 

34,190

 

Due from related person

 

73,466

 

 

5,533

 

Debt and equity investments

 

21,739

 

 

21,070

 

Prepaid expenses and other current assets

 

19,118

 

 

17,286

 

Assets held for sale

 

 

 

9,554

 

Total current assets

 

223,682

 

 

143,368

 

 

 

 

 

 

Property and equipment, net

 

162,037

 

 

167,247

 

Equity investment of an investee

 

11

 

 

298

 

Restricted cash and cash equivalents

 

781

 

 

1,244

 

Restricted debt and equity investments

 

6,887

 

 

7,105

 

Right of use assets

 

19,459

 

 

20,855

 

Other long-term assets

 

4,254

 

 

5,676

 

Total assets

 

$

417,111

 

 

$

345,793

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

 

$

15,567

 

 

$

30,440

 

Accrued expenses and other current liabilities

 

49,525

 

 

55,981

 

Accrued compensation and benefits

 

48,287

 

 

35,629

 

Accrued self-insurance obligations

 

27,755

 

 

23,791

 

Lease liabilities

 

2,977

 

 

2,872

 

Due to related persons

 

592

 

 

2,247

 

Mortgage note payable

 

375

 

 

362

 

Security deposits and current portion of continuing care contracts

 

409

 

 

434

 

Liabilities held for sale

 

 

 

12,544

 

Total current liabilities

 

145,487

 

 

164,300

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

Accrued self-insurance obligations

 

33,381

 

 

33,872

 

Lease liabilities

 

18,161

 

 

19,671

 

Mortgage note payable

 

6,980

 

 

7,171

 

Other long-term liabilities

 

8,996

 

 

798

 

Total long-term liabilities

 

67,518

 

 

61,512

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

Common stock, par value $0.01

 

316

 

 

52

 

Additional paid-in-capital

 

459,801

 

 

362,450

 

Accumulated deficit

 

(257,697)

 

 

(245,184)

 

Accumulated other comprehensive income

 

1,686

 

 

2,663

 

Total shareholders’ equity

 

204,106

 

 

119,981

 

Total liabilities and shareholders' equity

 

$

417,111

 

 

$

345,793

 

Five Star Senior Living Inc.

Supplemental Financial Data

(dollars in thousands)

(unaudited)

Management and Operating Revenues by Product Type

 

Three Months Ended June 30, 2020

Management and Operating Revenues by Product Type:

Senior living

 

Management fees

 

Rehabilitation and wellness services

 

Total revenues

Independent and assisted living community revenues

$

19,590

 

 

$

9,086

 

 

$

 

 

$

28,676

 

Continuing care retirement community revenues

 

 

5,487

 

 

 

 

5,487

 

Skilled nursing facility revenues

 

 

1,132

 

 

 

 

1,132

 

Rehabilitation and wellness services revenues

 

 

 

 

19,268

 

 

19,268

 

Total management and operating revenues

$

19,590

 

 

$

15,705

 

 

$

19,268

 

 

$

54,563

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2019

Management and Operating Revenues by Product Type:

Senior living

 

Management fees

 

Rehabilitation and wellness services

 

Total revenues

Independent and assisted living community revenues

$

127,653

 

 

$

3,178

 

 

$

 

 

$

130,831

 

Continuing care retirement community revenues

97,186

 

 

846

 

 

 

 

98,032

 

Skilled nursing facility revenues

38,169

 

 

 

 

 

 

38,169

 

Rehabilitation and wellness services revenues

 

 

 

 

11,488

 

 

11,488

 

Total management and operating revenues

$

263,008

 

 

$

4,024

 

 

$

11,488

 

 

$

278,520

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2020

Management and Operating Revenues by Product Type:

Senior living

 

Management fees

 

Rehabilitation and wellness services

 

Total revenues

Independent and assisted living community revenues

$

40,587

 

 

$

18,649

 

 

$

 

 

$

59,236

 

Continuing care retirement community revenues

 

 

11,824

 

 

 

 

11,824

 

Skilled nursing facility revenues

 

 

2,283

 

 

 

 

2,283

 

Rehabilitation and wellness services revenues

 

 

 

 

40,652

 

 

40,652

 

Total management and operating revenues

$

40,587

 

 

$

32,756

 

 

$

40,652

 

 

$

113,995

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2019

Management and Operating Revenues by Product Type:

Senior living

 

Management fees

 

Rehabilitation and wellness services

 

Total revenues

Independent and assisted living community revenues

$

253,538

 

 

$

6,277

 

 

$

 

 

$

259,815

 

Continuing care retirement community revenues

194,681

 

 

1,730

 

 

 

 

196,411

 

Skilled nursing facility revenues

80,952

 

 

 

 

 

 

80,952

 

Rehabilitation and wellness services revenues

 

 

 

 

22,260

 

 

22,260

 

Total management and operating revenues

$

529,171

 

 

$

8,007

 

 

$

22,260

 

 

$

559,438

 

Five Star Senior Living Inc.

Supplemental Financial Data

(dollars in thousands)

(unaudited)

Comparable Management and Operating Revenues by Product Type (1)

 

Three Months Ended June 30, 2020

Management and Operating Revenues by Product Type:

Senior living

 

Management fees

 

Rehabilitation and wellness services

 

Total revenues

Independent and assisted living community revenues

$

19,516

 

 

$

3,932

 

 

$

 

 

$

23,448

 

Continuing care retirement community revenues

 

 

1,101

 

 

 

 

1,101

 

Rehabilitation and wellness services revenues

 

 

 

 

15,690

 

 

15,690

 

Total management and operating revenues

$

19,516

 

 

$

5,033

 

 

$

15,690

 

 

$

40,239

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2019

Management and Operating Revenues by Product Type:

Senior living

 

Management fees

 

Rehabilitation and wellness services

 

Total revenues

Independent and assisted living community revenues

$

20,766

 

 

$

3,113

 

 

$

 

 

$

23,879

 

Continuing care retirement community revenues

 

 

732

 

 

 

 

732

 

Rehabilitation and wellness services revenues

 

 

 

 

11,099

 

 

11,099

 

Total management and operating revenues

$

20,766

 

 

$

3,845

 

 

$

11,099

 

 

$

35,710

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2020

Management and Operating Revenues by Product Type:

Senior living

 

Management fees

 

Rehabilitation and wellness services

 

Total revenues

Independent and assisted living community revenues

$

39,847

 

 

$

7,823

 

 

$

 

 

$

47,670

 

Continuing care retirement community revenues

 

 

2,342

 

 

 

 

2,342

 

Rehabilitation and wellness services revenues

 

 

 

 

32,051

 

 

32,051

 

Total management and operating revenues

$

39,847

 

 

$

10,165

 

 

$

32,051

 

 

$

82,063

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2019

Management and Operating Revenues by Product Type:

Senior living

 

Management fees

 

Rehabilitation and wellness services

 

Total revenues

Independent and assisted living community revenues

$

41,245

 

 

$

6,028

 

 

$

 

 

$

47,273

 

Continuing care retirement community revenues

 

 

1,486

 

 

 

 

1,486

 

Rehabilitation and wellness services revenues

 

 

 

 

20,895

 

 

20,895

 

Total management and operating revenues

$

41,245

 

 

$

7,514

 

 

$

20,895

 

 

$

69,654

 

(1) The tables for the three months ended June 30, 2020 and 2019 include data for senior living communities and rehabilitation and wellness services clinics that FVE has continuously owned, continuously leased or continuously managed since April 1, 2019. The tables for the six months ended June 30, 2020 and 2019 include data for senior living communities and rehabilitation and wellness services clinics that FVE has continuously owned, continuously leased or continuously managed since January 1, 2019.

Five Star Senior Living Inc.

Senior Living Segment Data

(dollars in thousands, except per unit amounts)

(unaudited)

 

 

 

Three Months Ended

 

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

June 30,

 

 

2020

 

2020

 

2019

 

2019

 

2019

 

 

 

 

 

 

 

 

 

 

 

Owned and Leased Communities

 

 

 

 

 

 

 

 

 

 

Independent and assisted living communities:

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

19,590

 

 

$

20,997

 

 

$

249,726

 

 

$

257,601

 

 

$

263,008

 

Operating expenses

 

20,165

 

 

17,470

 

 

220,389

 

 

250,841

 

 

244,404

 

Operating income

 

(575)

 

 

3,527

 

 

29,337

 

 

6,760

 

 

18,604

 

Operating margin

 

(2.9)

%

 

16.8

%

 

11.7

%

 

2.6

%

 

7.1

%

Number of communities (end of period)

 

24

 

 

24

 

 

190

 

 

190

 

 

205

 

Number of living units (end of period) (1)

 

2,312

 

 

2,312

 

 

20,948

 

 

20,948

 

 

21,912

 

Occupancy

 

78.3

%

 

81.3

%

 

82.9

%

 

82.9

%

 

83.0

%

RevPAR (2)

 

$

2,813

 

 

$

2,938

 

 

$

3,974

 

 

$

3,943

 

 

$

3,984

 

 

 

 

 

 

 

 

 

 

 

 

Managed Communities (3)

 

 

 

 

 

 

 

 

 

 

Independent and assisted living communities:

 

 

 

 

 

 

 

 

 

 

Management fees

 

$

9,086

 

 

$

9,563

 

 

$

3,221

 

 

$

3,207

 

 

$

3,178

 

Community-level revenues

 

174,648

 

 

184,455

 

 

81,188

 

 

81,380

 

 

81,926

 

Community-level expenses

 

139,175

 

 

143,105

 

 

65,899

 

 

64,491

 

 

61,006

 

Community operating income

 

35,473

 

 

41,350

 

 

15,289

 

 

16,889

 

 

20,920

 

Community operating margin

 

20.3

%

 

22.4

%

 

18.8

%

 

20.8

%

 

25.5

%

Number of communities (end of period)

 

191

 

(4)

193

 

(4)

69

 

 

68

 

 

68

 

Number of living units (end of period) (1)

 

18,148

 

(4)

18,395

 

(4)

8,106

 

 

7,937

 

 

7,853

 

Occupancy

 

79.1

%

 

82.9

%

 

84.0

%

 

85.3

%

 

85.9

%

RevPAR (2)

 

$

3,208

 

 

$

3,360

 

 

$

3,401

 

 

$

3,448

 

 

$

3,477

 

 

 

 

 

 

 

 

 

 

 

 

Continuing care retirement communities:

 

 

 

 

 

 

 

 

 

 

Management fees

 

$

5,487

 

 

$

6,337

 

 

$

888

 

 

$

846

 

 

$

846

 

Community-level revenues

 

110,729

 

 

123,498

 

 

27,502

 

 

26,436

 

 

26,980

 

Community-level expenses

 

99,071

 

 

103,946

 

 

24,998

 

 

25,002

 

 

24,379

 

Community operating income

 

11,658

 

 

19,552

 

 

2,504

 

 

1,434

 

 

2,601

 

Community operating margin

 

10.5

%

 

15.8

%

 

9.1

%

 

5.4

%

 

9.6

%

Number of communities (end of period)

 

39

 

 

40

 

 

9

 

 

9

 

 

9

 

Number of living units (end of period) (1)(5)

 

8,936

 

 

9,301

 

 

2,231

 

 

2,231

 

 

2,231

 

Occupancy

 

79.1

%

 

83.4

%

 

83.5

%

 

82.8

%

 

83.6

%

RevPAR (2)

 

$

4,131

 

 

$

4,426

 

 

$

4,109

 

 

$

3,950

 

 

$

4,031

 

Skilled nursing facilities (6):

 

 

 

 

 

 

 

 

 

 

Management fees

 

$

1,132

 

 

$

1,151

 

 

$

 

 

$

 

 

$

 

Community-level revenues

 

24,554

 

 

22,956

 

 

 

 

 

 

 

Community-level expenses

 

22,009

 

 

21,854

 

 

 

 

 

 

 

Community operating income

 

2,545

 

 

1,102

 

 

 

 

 

 

 

Community operating margin

 

10.4

%

 

4.8

%

 

%

 

%

 

%

Number of communities (end of period)

 

11

 

 

11

 

 

 

 

 

 

 

Number of living units (end of period) (1)(7)

 

1,264

 

 

1,264

 

 

 

 

 

 

 

Occupancy

 

70.1

%

 

73.3

%

 

%

 

%

 

%

RevPAR (2)

 

$

6,475

 

 

$

6,054

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

Total managed communities:

 

 

 

 

 

 

 

 

 

 

Management fees

 

$

15,705

 

 

$

17,051

 

 

$

4,109

 

 

$

4,053

 

 

$

4,024

 

Community-level revenues

 

309,931

 

 

330,909

 

 

108,690

 

 

107,816

 

 

108,906

 

Community-level expenses

 

260,255

 

 

268,905

 

 

90,897

 

 

89,493

 

 

85,385

 

Community operating income

 

49,676

 

 

62,004

 

 

17,793

 

 

18,323

 

 

23,521

 

Community operating margin

 

16.0

%

 

18.7

%

 

16.4

%

 

17.0

%

 

21.6

%

Number of communities (end of period)

 

241

 

(4)

244

 

(4)

78

 

 

77

 

 

77

 

Number of living units (end of period) (1)

 

28,348

 

(4)

28,960

 

(4)

10,337

 

 

10,168

 

 

10,084

 

Occupancy

 

78.7

%

 

82.6

%

 

83.9

%

 

84.7

%

 

85.4

%

RevPAR (2)

 

$

3,644

 

 

$

3,820

 

 

$

3,556

 

 

$

3,559

 

 

$

3,600

 

 

 

 

 

 

 

 

 

 

 

 

(1) Includes living units categorized as in service. As a result, the number of living units may vary from period to period for reasons other than the acquisition or disposition of senior living communities.

(2) RevPAR, or average monthly senior living revenue per available unit, is defined by FVE as resident fee revenues for the corresponding portfolio for the period divided by the average number of available units for the period, divided by the number of months in the period. Data for the period ended December 31, 2019, excludes approximately $4,200 of deferred resident fees and deposits recognized due to the Restructuring Transactions.

(3) Senior living segment data for managed communities, other than FVE's management fees, represents financial data of communities we manage for the account of DHC and does not represent financial results of FVE. Managed communities data is included to provide supplemental information regarding the operating results and financial condition of the communities from which we earn management fees.

(4) Includes one active adult community with 168 units.

(5) Includes 2,186 skilled nursing units in communities where assisted living and independent living services are the predominant services provided.

(6) FVE did not manage skilled nursing facilities prior to January 1, 2020.

(7) Includes 53 assisted living and independent living units in communities where skilled nursing services are the predominant services provided.

Five Star Senior Living Inc.

Comparable Communities Senior Living Segment Data

(dollars in thousands, except per unit amounts)

(unaudited)

 

 

Three Months Ended

 

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

June 30,

 

 

2020

 

2020

 

2019

 

2019

 

2019

Owned and Leased Communities (1):

 

 

 

 

 

 

 

 

 

 

Number of communities (end of period)

 

24

 

 

24

 

 

24

 

 

24

 

 

24

 

Number of living units (end of period) (2)

 

2,312

 

 

2,312

 

 

2,312

 

 

2,312

 

 

2,312

 

Occupancy

 

78.3

%

 

81.3

%

 

81.4

%

 

81.3

%

 

81.3

%

RevPAR (3)

 

$

2,813

 

 

$

2,930

 

 

$

2,941

 

 

$

2,954

 

 

$

2,993

 

 

 

 

 

 

 

 

 

 

 

 

Managed Communities (1)(4):

 

 

 

 

 

 

 

 

 

 

Number of communities (end of period)

 

75

 

 

75

 

 

75

 

 

75

 

 

75

 

Number of living units (end of period) (2)

 

9,689

 

 

9,697

 

 

9,700

 

 

9,700

 

 

9,616

 

Occupancy

 

80.1

%

 

83.9

%

 

84.5

%

 

85.5

%

 

86.1

%

RevPAR (3)

 

$

3,398

 

 

$

3,548

 

 

$

3,559

 

 

$

3,561

 

 

$

3,603

 

 

 

 

 

 

 

 

 

 

 

 

(1) Includes data for senior living communities that FVE has continuously owned, continuously leased or continuously managed since April 1, 2019.

(2) Includes living units categorized as in service. As a result, the number of living units may vary from period to period for reasons other than the acquisition or sale of senior living communities.

(3) RevPAR is defined by FVE as resident fee revenues for the corresponding portfolio for the period divided by the average number of available units for the period, divided by the number of months in the period.

(4) Senior living segment data for comparable managed communities represents financial data of communities we manage for the account of DHC and does not represent financial results of FVE. Managed communities data is included to provide supplemental information regarding the operating results and financial condition of the communities from which we earn management fees.

Five Star Senior Living Inc.

Rehabilitation and Wellness Services Segment Data

(dollars in thousands)

(unaudited)

 

 

Three Months Ended

 

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

June 30,

 

 

2020

 

2020

 

2019

 

2019

 

2019

Rehabilitation and Wellness Services:

 

 

 

 

 

 

 

 

 

 

Revenues (1)(2)

 

$

19,268

 

 

$

21,384

 

 

$

13,978

 

 

$

12,447

 

 

$

11,488

 

Other operating income

 

1,499

 

 

 

 

 

 

 

 

 

Operating expenses

 

16,259

 

 

17,616

 

 

12,384

 

 

10,861

 

 

9,650

 

Operating income (1)

 

4,508

 

 

3,768

 

 

1,594

 

 

1,586

 

 

1,838

 

Operating margin (1)

 

21.7

%

 

17.6

%

 

11.4

%

 

12.7

%

 

16.0

%

Number of inpatient clinics (end of period)

 

40

 

 

41

 

 

41

 

 

41

 

 

45

 

Number of outpatient clinics (end of period)

 

206

 

 

203

 

 

190

 

 

171

 

 

142

 

 

 

 

 

 

 

 

 

 

 

 

(1) Includes Ageility clinics and home health operations.

(2) Prior to the effective date of the Transaction Agreement (as defined below), revenue related to inpatient clinics at communities we previously leased from DHC was eliminated in consolidation pursuant to GAAP.

Five Star Senior Living Inc.

Owned Senior Living Communities as of and for the Three Months Ended June 30, 2020

(dollars in thousands)

(unaudited)

No.

 

Community Name

 

State

 

Property Type (1)

 

Living Units

 

Senior Living Revenues

 

Gross Carrying Value

 

Net Carrying Value

 

Date Acquired

 

Year Built or Most Recent Renovation

1

 

Morningside of Decatur (2)

 

Alabama

 

AL

 

49

 

$

337

 

 

$

3,629

 

 

$

2,169

 

 

11/19/2004

 

1999

2

 

Morningside of Auburn

 

Alabama

 

AL

 

42

 

404

 

 

2,289

 

 

1,566

 

 

11/19/2004

 

1997

3

 

The Palms of Fort Myers (2)

 

Florida

 

IL

 

218

 

1,864

 

 

30,658

 

 

15,369

 

 

4/1/2002

 

1988

4

 

Five Star Residences of Banta Pointe (3)

 

Indiana

 

AL

 

121

 

819

 

 

18,234

 

 

12,837

 

 

9/29/2011

 

2006

5

 

Five Star Residences of Fort Wayne (2)

 

Indiana

 

AL

 

154

 

1,185

 

 

25,644

 

 

17,898

 

 

9/29/2011

 

1998

6

 

Five Star Residences of Clearwater

 

Indiana

 

AL

 

88

 

371

 

 

9,747

 

 

5,593

 

 

6/1/2011

 

1999

7

 

Five Star Residences of Lafayette (2)

 

Indiana

 

AL

 

109

 

577

 

 

15,531

 

 

10,704

 

 

6/1/2011

 

2000

8

 

Five Star Residences of Noblesville (2)

 

Indiana

 

AL

 

151

 

1,332

 

 

25,142

 

 

17,850

 

 

7/1/2011

 

2005

9

 

The Villa at Riverwood (2)

 

Missouri

 

IL

 

110

 

646

 

 

6,865

 

 

3,246

 

 

4/1/2002

 

1986

10

 

Carriage House Senior Living

 

North Carolina

 

AL

 

98

 

1,078

 

 

8,401

 

 

5,429

 

 

12/1/2008

 

1997

11

 

Forest Heights Senior Living

 

North Carolina

 

AL

 

111

 

921

 

 

13,567

 

 

8,986

 

 

12/1/2008

 

1998

12

 

Fox Hollow Senior Living (2)

 

North Carolina

 

AL

 

77

 

941

 

 

11,029

 

 

7,323

 

 

7/1/2000

 

1999

13

 

Legacy Heights Senior Living (2)

 

North Carolina

 

AL

 

116

 

1,536

 

 

12,631

 

 

8,221

 

 

12/1/2008

 

1997

14

 

Morningside at Irving Park

 

North Carolina

 

AL

 

91

 

789

 

 

6,813

 

 

3,796

 

 

11/19/2004

 

1997

15

 

Voorhees Senior Living (2)

 

New Jersey

 

AL

 

104

 

1,058

 

 

10,242

 

 

6,175

 

 

7/1/2008

 

1999

16

 

Washington Township Senior Living (2)

 

New Jersey

 

AL

 

103

 

920

 

 

10,168

 

 

6,169

 

 

7/1/2008

 

1998

17

 

The Devon Senior Living

 

Pennsylvania

 

AL

 

84

 

722

 

 

6,828

 

 

3,865

 

 

7/1/2008

 

1985

18

 

The Legacy of Anderson

 

South Carolina

 

IL

 

101

 

574

 

 

1,354

 

 

477

 

 

12/1/2008

 

2003

19

 

Morningside of Springfield (2)

 

Tennessee

 

AL

 

54

 

427

 

 

3,654

 

 

1,785

 

 

11/19/2004

 

1984

20

 

Huntington Place

 

Wisconsin

 

AL

 

127

 

774

 

 

17,461

 

 

11,415

 

 

7/15/2010

 

1999

 

 

Total

 

 

 

 

 

2,108

 

$

17,275

 

 

$

239,887

 

 

$

150,873

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) AL is primarily an assisted living community and IL is primarily an independent living community.

(2) Encumbered property under our $65,000 revolving credit facility.

(3) Encumbered property under our $7,355 mortgage note.

Selected Pro Forma Condensed Consolidated Financial Information and Other Data

As previously announced, FVE entered into a transaction agreement, or the Transaction Agreement, with DHC to restructure our business arrangements pursuant to which, effective January 1, 2020:

  • FVE’s then existing five master leases with DHC as well as FVE’s existing management and pooling agreements with DHC were terminated and replaced with new management agreements for all of these senior living communities, together with a related omnibus agreement, the New Management Agreements;
  • FVE issued 10,268,158 of its common shares to DHC and an aggregate of 16,118,849 of its common shares to DHC's shareholders of record as of December 13, 2019, or together, the Share Issuances; and
  • as consideration for the Share Issuances, DHC provided to FVE $75.0 million by assuming certain of FVE's working capital liabilities and through cash payments. Such consideration, the New Management Agreements and the Share Issuances are collectively referred to as the Restructuring Transactions.

The following is a summary of selected financial and other data presented on a pro forma basis after giving effect to the completion of the Restructuring Transactions. The unaudited pro forma condensed consolidated statement of operations includes adjustments related to the Restructuring Transactions described above, and assumes that the Restructuring Transactions occurred as of January 1, 2019. In the opinion of management, all adjustments necessary to reflect the effects of the Restructuring Transactions have been included. The unaudited pro forma condensed consolidated statement of operations and the selected financial and other data are primarily based on, and should be read in conjunction with, FVE’s unaudited condensed consolidated financial statements and accompanying notes included in FVE’s Quarterly Report on Form 10-Q for the three months ended June 30, 2019.

The historical consolidated financial information for FVE included in the unaudited condensed consolidated pro forma statement of operations and selected financial and other data has been adjusted to give effect to pro forma events that are (1) directly attributable to the Restructuring Transactions, (2) factually supportable and (3) expected to have a continuing impact on FVE’s results of operations. The unaudited pro forma condensed consolidated statement of operations and pro forma selected financial and other data should be read in conjunction with the accompanying notes. The unaudited pro forma condensed consolidated statement of operations and other selected financial and other data are provided for informational purposes only.

Five Star Senior Living Inc.

Condensed Consolidated Statement of Operations

(amounts in thousands, except per share amounts)

(unaudited)

 

 

Three Months Ended June 30,

 

 

2020

 

Pro Forma 2019 (1)

REVENUES

 

 

 

 

Senior living

 

$

19,590

 

 

$

20,767

 

Management fees

 

15,705

 

 

18,044

 

Rehabilitation and wellness services

 

19,268

 

 

18,239

 

Total management and operating revenues

 

54,563

 

 

57,050

 

Reimbursed community-level costs incurred on behalf of managed communities

 

224,104

 

 

253,836

 

Other reimbursed expenses

 

6,417

 

 

 

Total revenues

 

285,084

 

 

310,886

 

Other operating income

 

1,499

 

 

 

Total revenues and other operating income

 

286,583

 

 

310,886

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

Senior living wages and benefits

 

9,705

 

 

9,504

 

Other senior living operating expenses

 

8,331

 

 

5,228

 

Rehabilitation and wellness services expenses

 

15,451

 

 

16,016

 

Community-level costs incurred on behalf of managed communities

 

224,104

 

 

253,836

 

General and administrative

 

23,567

 

 

16,204

 

Rent

 

1,378

 

 

989

 

Depreciation and amortization

 

2,703

 

 

2,749

 

Total operating expenses

 

285,239

 

 

304,526

 

 

 

 

 

 

Operating income

 

1,344

 

 

6,360

 

 

 

 

 

 

Interest, dividend and other income

 

182

 

 

415

 

Interest and other expense

 

(409)

 

 

(249)

 

Unrealized gain (loss) on equity investments

 

867

 

 

(38)

 

Realized gain on sale of debt and equity investments

 

116

 

 

144

 

 

 

 

 

 

Income before income taxes and equity in earnings of an investee

 

2,100

 

 

6,632

 

Benefit (provision) for income taxes

 

902

 

 

(1,766)

 

Equity in earnings of an investee

 

 

 

130

 

Net income

 

$

3,002

 

 

$

4,996

 

Add (less):

 

 

 

 

Interest and other expense

 

409

 

 

249

 

Interest, dividend and other income

 

(182)

 

 

(415)

 

(Benefit) provision for income taxes

 

(902)

 

 

1,766

 

Depreciation and amortization

 

2,703

 

 

2,749

 

EBITDA

 

$

5,030

 

 

$

9,345

 

Add (less):

 

 

 

 

Severance

 

282

 

 

393

 

Litigation settlement

 

2,473

 

 

 

Unrealized (gain) loss on equity investments

 

(867)

 

 

38

 

Transaction costs

 

175

 

 

 

Adjusted EBITDA

 

$

7,093

 

 

$

9,776

 

 

 

 

 

 

Weighted average shares outstanding—basic

 

31,460

 

 

31,395

 

Weighted average shares outstanding—diluted

 

31,582

 

 

31,530

 

Net income per share—basic

 

$

0.10

 

 

$

0.16

 

Net income per share—diluted

 

$

0.10

 

 

$

0.16

 

(1) See following reconciliation.

Five Star Senior Living Inc.

Pro Forma Condensed Consolidated Statement of Operations

(amounts in thousands, except per share amounts)

(unaudited)

 

 

Three Months Ended June 30, 2019

 

 

As Reported

 

Restructuring Transactions

 

Note

 

Pro Forma

 

REVENUES

 

 

 

 

 

 

 

 

 

Senior living

 

$

263,008

 

 

$

(242,241)

 

 

2(a)

 

$

20,767

 

 

Management fees

 

4,024

 

 

14,020

 

 

2(b)

 

18,044

 

 

Rehabilitation and wellness services

 

11,488

 

 

6,751

 

 

2(c)

 

18,239

 

 

Reimbursed community-level costs incurred on behalf of managed communities

 

77,219

 

 

176,617

 

 

2(d)

 

253,836

 

 

Total revenue

 

355,739

 

 

(44,853)

 

 

 

 

310,886

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

Senior living wages and benefits

 

137,259

 

 

(127,755)

 

 

2(e)

 

9,504

 

 

Other senior living operating expenses

 

71,301

 

 

(66,073)

 

 

2(f)

 

5,228

 

 

Rehabilitation and wellness services expenses

 

9,265

 

 

6,751

 

 

2(c)

 

16,016

 

 

Community-level costs incurred on behalf of managed communities

 

77,219

 

 

176,617

 

 

2(d)

 

253,836

 

 

General and administrative

 

20,548

 

 

(4,344)

 

 

2(g)

 

16,204

 

 

Rent

 

33,262

 

 

(32,273)

 

 

2(h)

 

989

 

 

Depreciation and amortization

 

2,941

 

 

(192)

 

 

2(i)

 

2,749

 

 

Loss on sale of senior living communities

 

101

 

 

(101)

 

 

 

 

 

 

Long-lived asset impairment

 

112

 

 

(112)

 

 

 

 

 

 

Total operating expenses

 

352,008

 

 

(47,482)

 

 

 

 

304,526

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

3,731

 

 

2,629

 

 

 

 

6,360

 

 

 

 

 

 

 

 

 

 

 

 

Interest, dividend and other income

 

415

 

 

 

 

 

 

415

 

 

Interest and other expense

 

(906)

 

 

657

 

 

2(j)

 

(249)

 

 

Unrealized loss on equity investments

 

(38)

 

 

 

 

 

 

(38)

 

 

Realized gain on sale of debt and equity investments

 

144

 

 

 

 

 

 

144

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes and equity in earnings of an investee

 

3,346

 

 

3,286

 

 

 

 

6,632

 

 

Benefit (provision) for income taxes

 

705

 

 

(2,471)

 

 

2(k)

 

(1,766)

 

 

Equity in earnings of an investee

 

130

 

 

 

 

 

 

130

 

 

Net income

 

$

4,181

 

 

$

815

 

 

 

 

$

4,996

 

 

Add (less):

 

 

 

 

 

 

 

 

 

Interest and other expense

 

906

 

 

(657)

 

 

 

 

249

 

 

Interest, dividend and other income

 

(415)

 

 

 

 

 

 

(415)

 

 

(Benefit) provision for income taxes

 

(705)

 

 

2,471

 

 

 

 

1,766

 

 

Depreciation and amortization

 

2,941

 

 

(192)

 

 

 

 

2,749

 

 

EBITDA

 

$

6,908

 

 

$

2,437

 

 

 

 

$

9,345

 

 

Add (less):

 

 

 

 

 

 

 

 

 

Loss on sale of senior living communities

 

101

 

 

(101)

 

 

 

 

 

 

Long-lived asset impairment

 

112

 

 

(112)

 

 

 

 

 

 

Severance

 

393

 

 

 

 

 

 

393

 

 

Unrealized loss on equity investments

 

38

 

 

 

 

 

 

38

 

 

Transaction costs

 

1,133

 

 

(1,133)

 

 

 

 

 

 

Adjusted EBITDA

 

$

8,685

 

 

$

1,091

 

 

 

 

$

9,776

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding (basic)

 

5,007

 

 

26,388

 

 

2(l)

 

31,395

 

 

Weighted average common shares outstanding (diluted)

 

5,142

 

 

26,388

 

 

2(l)

 

31,530

 

 

Net income per share (basic)

 

$

0.84

 

 

 

 

 

 

$

0.16

 

 

Net income per share (diluted)

 

$

0.81

 

 

 

 

 

 

$

0.16

 

 

See accompanying notes.

Five Star Senior Living Inc.

Notes to Pro Forma Condensed Consolidated Statement of Operations

(in thousands, except per share amounts)

(unaudited)

Note 1. Basis of Presentation

The unaudited pro forma condensed consolidated statement of operations was derived from FVE’s historical financial statements prepared in accordance with GAAP, and should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in FVE’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.

The unaudited pro forma condensed consolidated statement of operations is presented for informational purposes only and is not necessarily indicative of what FVE’s actual results of operations would have been had the Restructuring Transactions described herein been completed as of the assumed dates, or of FVE’s expected results of operations for any future period. Differences could result from many factors, including future changes in FVE’s capital structure, operating expenses, revenues and cash flows.

Note 2. Pro Forma Restructuring Transactions Adjustments

The unaudited pro forma condensed consolidated statement of operations includes adjustments related to the Restructuring Transactions described herein, including the conversion of all of FVE’s then existing leases and management arrangements with DHC to the New Management Agreements and the Share Issuances.

FVE’s historical consolidated financial information has been adjusted in the pro forma condensed consolidated statement of operations to give effect to events that are (1) directly attributable to the Restructuring Transactions, (2) factually supportable and (3) expected to have a continuing impact on the results of operations.

Pro Forma Condensed Consolidated Statement of Operations

a. Senior living revenues

The adjustment to senior living revenues is related to the termination and conversion of the then existing master leases to the New Management Agreements. The resulting revenues earned will be recognized and reported as management fee revenues in FVE's condensed consolidated statements of operations.

b. Management fees

Adjustments to management fee revenues are comprised as follows:

 

 

Three Months Ended June 30, 2019

Adjustment to increase management fee revenues for existing management agreements from 3% to 5% per the New Management Agreements

 

$

1,573

 

5% management fee relating to the termination and conversion of the then existing master leases to the New Management Agreements

 

12,112

 

3% construction management fee relating to the termination and conversion of the then existing master leases to the New Management Agreements

 

335

 

Net adjustment to management fee revenues

 

$

14,020

 

c. Rehabilitation and wellness services revenues and rehabilitation and wellness services expenses

Adjustments to rehabilitation and wellness services revenues and expenses are attributable to Ageility inpatient clinics at communities where FVE leased and operated the business and where revenues and expenses were previously considered to be intercompany revenues and expenses and hence were eliminated pursuant to consolidation accounting. Upon the consummation of the Restructuring Transactions, and consistent with the existing managed communities, these revenues and

Five Star Senior Living Inc.

Notes to Pro Forma Condensed Consolidated Statement of Operations

(in thousands, except per share amounts)

(unaudited)

expenses earned at these inpatient clinics will no longer constitute intercompany revenues and expenses and thus will not be eliminated in consolidation and will be recognized and reported as rehabilitation and wellness services revenue and rehabilitation and wellness services expenses in FVE's condensed consolidated statements of operations.

d. Reimbursed community-level costs incurred on behalf of managed communities and community-level costs incurred on behalf of managed communities

Adjustments to both reimbursed community-level costs incurred on behalf of managed communities and community- level costs incurred on behalf of managed communities are related to the conversion of FVE's master leases with DHC to the New Management Agreements, which provide for reimbursement of FVE's direct costs and expenses related to such communities, inclusive of certain costs that are directly attributable to managing the communities, including personnel-related costs.

e. Senior living wages and benefits

The adjustment to senior living wages and benefits is related to the conversion of all FVE's leases with DHC to the New Management Agreements. Certain of these expenses will be recognized and reported as community-level costs incurred on behalf of managed communities in FVE's condensed consolidated statements of operations (with an offsetting reimbursement from DHC recognized as revenues in the condensed consolidated statements of operations). See 2.d above.

f. Other senior living operating expenses

Adjustments to other senior living operating expenses are related to the conversion of all FVE's leases with DHC to the New Management Agreements and include, but are not limited to, utilities, housekeeping, dietary, repairs and maintenance, insurance and community-level administrative costs. These costs are reimbursable costs and treated as described in 2.d above.

g. General and administrative

Adjustments to general and administrative expenses are comprised as follows:

 

 

Three Months Ended June 30, 2019

Adjustment of certain reimbursable costs to directly support managed communities

 

$

(3,252)

 

Adjustment to remove non-recurring transaction costs we previously incurred relating to the Restructuring Transactions

 

(1,133)

 

Increase in management fee to The RMR Group LLC due to increase in Ageility revenue

 

41

 

Net adjustment to general and administrative expenses

 

$

(4,344)

 

h. Rent

The reduction to rent expense is for rent under the then existing master leases converted to the New Management Agreements.

Five Star Senior Living Inc.

Notes to Pro Forma Condensed Consolidated Statement of Operations

(in thousands, except per share amounts)

(unaudited)

i. Depreciation and amortization

In connection with the Transaction Agreement, on April 1, 2019, we sold $49,200 of assets to DHC. Prior to that sale, we recorded depreciation and amortization expense with respect to those assets in operating expenses in our condensed consolidated statements of operations. Adjustments to depreciation and amortization expense reflect the amounts previously recognized during the periods presented for depreciation and amortization expense with respect to those assets.

j. Interest and other expense

Interest and other expense has been adjusted to give effect to the assumed repayment of our outstanding borrowings under our credit facility.

k. Provision for income taxes

Adjustments to provision for income taxes reflect the income tax effect of the pro forma adjustments based on the estimated effective tax rate of approximately 26.1% for the three months ended June 30, 2019.

l. Weighted average common shares outstanding - basic and diluted

The increase in FVE's basic and diluted weighted common average shares outstanding is a result of the issuance of 10,268,158 and 16,118,849 common shares to DHC and to the applicable DHC shareholders, respectively, in connection with the completion of the Restructuring Transactions based on the number of FVE common shares outstanding on December 31, 2019. FVE's diluted weighted common average shares outstanding is also impacted by the potentially dilutive restricted unvested common shares of 135,541 for the three months ended June 30, 2019. This diluted share impact is directly related to FVE's 2014 Equity Compensation Plan and was originally excluded from the as reported numbers as to include them would be antidilutive.

Warning Concerning Forward-Looking Statements

This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever Five Star Senior Living Inc. uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, "will", “may” and negatives or derivatives of these or similar expressions, FVE is making forward-looking statements. These forward-looking statements are based upon FVE’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by FVE’s forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond FVE's control. For example:

  • Ms. Potter states in this press release that FVE has made significant adjustments to address the challenges presented by the COVID-19 pandemic, while still focusing on achieving its strategic initiatives, and remains committed to adapting to these challenges and maintaining an exceptional resident experience that FVE believes is the key driver of financial performance. This may imply that the adjustments made are adequate to protect FVE from potential liabilities and declines in financial results. FVE may not be able, or may fail, to make all the necessary changes to adequately protect itself from the potential challenges and impacts of the COVID-19 pandemic. Further, these challenges or other reasons may prevent FVE from focusing on achieving its strategic initiatives and. even if it is able to maintain its focus, it may not succeed in achieving those initiatives and those initiatives may not yield the results FVE expects.
  • Ms. Potter's statement that FVE generated $7.1 million of Adjusted EBITDA and that the rehabilitation and wellness services division continues to be a key area of growth may imply that FVE will be profitable in the future and that its rehabilitation and wellness services division will grow; however, FVE's business remains subject to various risks, including overall macro-economic factors in addition to market conditions of the senior living and rehabilitation and wellness industries, and consumer demand and preferences of older adults in addition to the continuing impact of the COVID-19 pandemic. As a result, FVE may not be profitable in the future, its rehabilitation and wellness services division may fail to grow and any growth it may realize may not be profitable to FVE.
  • Ms. Potter states that FVE had $76.1 million cash on hand and no balances outstanding on its $65.0 million revolving credit facility as of June 30, 2020 and FVE believes the company is well positioned to navigate its operations through the COVID-19 pandemic while focusing on the key pillars of its strategy. This may imply that FVE has adequate cash and availability under its revolving credit facility; however, FVE's business remains subject to various risks, some of which are beyond FVE's control, including the disruption of the COVID-19 pandemic and economic downturn. In addition, FVE's ability to borrow under its revolving credit facility is subject to it satisfying certain conditions and limited to the amount of qualified collateral; the maximum borrowing capacity was $51.8 million as of June 30, 2020 and may be lower in amount or not available in the future.
  • This press release states that negative trends due to the COVID-19 pandemic are expected to continue throughout at least the third quarter of 2020. The extent and duration of the COVID-19 pandemic or the severity and duration of its economic impact cannot be predicted, but are expected to be substantial.
  • FVE notes several actions and preparations it has taken or made in response to, and in anticipation of, the COVID-19 pandemic and its expected continued impact. These statements may imply that FVE will be able to mitigate the negative impacts of the COVID-19 pandemic. However, these actions and preparations may not be adequate to sufficiently mitigate the negative impact of the COVID-19 impact.

The information contained in FVE’s filings with the Securities and Exchange Commission, or SEC, including under “Risk Factors” in FVE’s periodic reports, or incorporated therein, identifies other important factors that could cause FVE’s actual results to differ materially from those stated in or implied by FVE’s forward-looking statements. FVE’s filings with the SEC are available on the SEC’s website at www.sec.gov.

You should not place undue reliance upon forward-looking statements.

Except as required by law, FVE does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

Contacts

Five Star Senior Living Inc.
Michael Kodesch, Director, Investor Relations
(617) 796-8245

Contacts

Five Star Senior Living Inc.
Michael Kodesch, Director, Investor Relations
(617) 796-8245