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Five Star Senior Living Inc. Announces Fourth Quarter 2020 Results

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Fourth Quarter Total Management and Operating Revenues of $53.0 Million

Fourth Quarter Net Income of $2.9 Million and Net Income Per Diluted Share of $0.09

Fourth Quarter Adjusted EBITDA of $5.2 Million

Five Star Senior Living Inc. (NASDAQ:FVE) today announced its financial results for the quarter ended December 31, 2020.

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

"Five Star took a significant step toward recovery from the impact of COVID-19 on December 19, 2020, when we began hosting vaccination clinics in our communities for eligible residents and team members. As of February 20, 2021, Five Star has hosted vaccination clinics in 249 of our 252 communities, and 25,319 Five Star residents and team members have received at least one dose of a vaccine, which is an average of more than 630 vaccinations per day. By the end of the first quarter, we expect to have completed vaccination clinics at substantially all our communities, including administering second doses to residents and team members.

"Sales leads, which have been an historic leading indicator of move-in activity and a key component in driving occupancy, are 83% higher so far in 2021, when compared with the rolling four-week average sales leads at the beginning of the fourth quarter. We find this encouraging and believe it is a direct result of our efforts to make the vaccine available in our communities and the growing confidence in our ability to provide an exceptional resident experience.

"During the fourth quarter, Five Star continued to generate net income, despite the ongoing impact of COVID-19 on the senior living industry. Our rehabilitation and wellness services segment generated $20.3 million in revenues for the fourth quarter, which is now 38% of our total management and operating revenues, an increase from 33% of our overall management and operating revenue from the previous year pro forma results. Our liquidity remains strong with $84.4 million of unrestricted cash on our balance sheet and no amounts outstanding on our $65.0 million revolving credit facility, and we generated positive Adjusted EBITDA in every quarter of 2020, including during the COVID-19 pandemic."

Fourth Quarter Highlights:

  • On December 19, 2020, eligible residents and team members at certain of our communities and clinics started receiving a COVID-19 vaccine. As of February 20, 2021, approximately 249 communities have held a vaccination clinic for the initial dose of a COVID-19 vaccine, and approximately 183 communities have also held a vaccination clinic for the second dose of a COVID-19 vaccine. As a result, as of that date 87.2% of our residents and 42.5% of our team members have received their initial dose of a COVID-19 vaccine and 52.7% of our residents and 26.9% of our team members have received the second dose of a COVID-19 vaccine. We expect our residents and team members will continue to get vaccinated through the first quarter of 2021.
  • At December 31, 2020, 89% of our senior living communities were accepting new residents in at least one service line of business (independent living, assisted living, skilled nursing or memory care), which has increased to 98% as of February 20, 2021. Combined senior living revenues and management fees, including those for communities FVE leased from Diversified Healthcare Trust, or DHC, prior to January 1, 2020, and now manages on behalf of DHC, for the fourth quarter of 2020 decreased to $32.7 million from $253.8 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. Average occupancy during the fourth quarter of 2020 declined 320 basis points at the communities FVE owns and operates and 300 basis points at the communities FVE manages on behalf of DHC compared to the third quarter of 2020. As of December 31, 2020, occupancy at FVE's owned and leased communities was 69.7%, and was 70.8% at the communities FVE manages on behalf of DHC. FVE continued to experience declines in average monthly senior living revenue per available unit (RevPAR) throughout the fourth quarter due to the continued occupancy challenges resulting from the impact of the COVID-19 pandemic.
  • Rehabilitation and wellness services revenues for the fourth quarter of 2020 increased to $20.3 million from $14.0 million for the same period in 2019, primarily due to the impact of $4.6 million of inpatient rehabilitation clinic revenue at communities FVE previously leased from DHC during the fourth quarter of 2019, which was previously eliminated in consolidation accounting prior to the Restructuring Transactions, as well as the impact resulting from the opening of 34 net new outpatient clinics since October 1, 2019. As compared to the fourth quarter of 2019 pro forma results, revenues increased $1.7 million due to the impact of growth in new clinics throughout the fourth quarter of 2019 and 2020.
  • Net income for the fourth quarter of 2020 was $2.9 million, or $0.09 per diluted share, compared to net income of $16.1 million, or $3.15 per diluted share for the fourth quarter of 2019, which included $14.9 million of one-time benefits related to the Restructuring Transactions. Net income decreased by $2.9 million, or 50.3%, compared to the fourth quarter of 2019 pro forma net income of $5.8 million, or $0.18 per diluted share. Net income for the fourth quarter of 2020 was impacted by $1.9 million of Provider Relief Funds received and recognized under the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, related to our independent and assisted living communities and rehabilitation and wellness clinics, which continued to experience a reduction of revenues and increased expenses related to decreased occupancy and other impacts of the COVID-19 pandemic.
  • Earnings before interest, taxes, depreciation and amortization, or EBITDA, for the fourth quarter of 2020 was $5.8 million compared to $10.6 million for the fourth quarter of 2019 pro forma results. Adjusted EBITDA, as described further below, was $5.2 million for the fourth quarter of 2020 compared to $10.3 million for the fourth quarter of 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, both actual and pro forma results, for the fourth quarters of 2020 and 2019 are presented later in this press release.
  • As of December 31, 2020, FVE had unrestricted cash and cash equivalents of $84.4 million. In addition, FVE had no amounts outstanding on its $65.0 million revolving credit facility.

Conference Call:

At 1:00 p.m. Eastern Time on February 25, 2021, President and Chief Executive Officer, Katherine Potter, Executive Vice President, Chief Financial Officer and Treasurer, Jeffrey Leer, and Executive Vice President and Chief Operating Officer, Margaret Wigglesworth will host a conference call to discuss FVE's fourth quarter 2020 financial 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 March 4, 2021. To hear the replay, dial (412) 317-0088. The replay pass code is 10150786.

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 fourth quarter ended December 31, 2020 financial results 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 December 31, 2020, FVE operated 252 senior living communities (29,271 living units) located in 31 states, including 228 communities (26,969 living units) that it managed and 24 communities (2,302 living units) that it owned or leased. FVE operates communities that include independent living, assisted living, memory care, continuing care retirement communities and skilled nursing facilities. 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 December 31, 2020, Ageility operated 207 outpatient rehabilitation clinics and 37 inpatient rehabilitation clinics in 28 states. 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

December 31,

 

Year Ended

December 31,

 

 

2020

 

2019

 

2020

 

2019

REVENUES

 

 

 

 

 

 

 

 

Senior living

 

$

17,903

 

 

$

249,727

 

 

$

77,015

 

 

$

1,036,498

 

Management fees

 

14,822

 

 

4,109

 

 

62,880

 

 

16,169

 

Rehabilitation and wellness services

 

20,256

 

 

13,978

 

 

82,032

 

 

48,685

 

Total management and operating revenues

 

52,981

 

 

267,814

 

 

221,927

 

 

1,101,352

 

Reimbursed community-level costs incurred on behalf of managed communities

 

226,264

 

 

81,059

 

 

916,167

 

 

313,792

 

Other reimbursed expenses

 

6,645

 

 

 

 

25,648

 

 

 

Total revenues

 

285,890

 

 

348,873

 

 

1,163,742

 

 

1,415,144

 

 

 

 

 

 

 

 

 

 

Other operating income

 

1,936

 

 

 

 

3,435

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

Senior living wages and benefits

 

11,186

 

 

127,378

 

 

41,819

 

 

538,931

 

Other senior living operating expenses

 

7,180

 

 

68,748

 

 

25,470

 

 

292,644

 

Rehabilitation and wellness services expenses

 

15,901

 

 

11,872

 

 

64,496

 

 

39,903

 

Community-level costs incurred on behalf of managed communities

 

226,264

 

 

81,059

 

 

916,167

 

 

313,792

 

General and administrative

 

20,820

 

 

20,740

 

 

87,168

 

 

87,884

 

Rent

 

1,281

 

 

20,513

 

 

5,118

 

 

141,486

 

Depreciation and amortization

 

2,913

 

 

2,716

 

 

10,997

 

 

16,640

 

Loss on sale of senior living communities

 

 

 

6

 

 

 

 

856

 

Long-lived asset impairment

 

 

 

4

 

 

 

 

3,282

 

Total operating expenses

 

285,545

 

 

333,036

 

 

1,151,235

 

 

1,435,418

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

2,281

 

 

15,837

 

 

15,942

 

 

(20,274

)

 

 

 

 

 

 

 

 

 

Interest, dividend and other income

 

132

 

 

379

 

 

757

 

 

1,364

 

Interest and other expense

 

(461

)

 

(419

)

 

(1,631

)

 

(2,615

)

Unrealized gain on equity investments

 

640

 

 

306

 

 

480

 

 

782

 

Realized gain on sale of debt and equity investments

 

3

 

 

2

 

 

425

 

 

229

 

Loss on termination of leases

 

 

 

 

 

(22,899

)

 

 

 

 

 

 

 

 

 

 

 

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

 

2,595

 

 

16,105

 

 

(6,926

)

 

(20,514

)

Benefit (provision) for income taxes

 

308

 

 

42

 

 

(663

)

 

(56

)

(Loss) equity in earnings of an investee

 

 

 

(42

)

 

 

 

575

 

Net income (loss)

 

$

2,903

 

 

$

16,105

 

 

$

(7,589

)

 

$

(19,995

)

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding—basic

 

31,495

 

 

5,002

 

 

31,471

 

 

5,006

 

Weighted average shares outstanding—diluted

 

31,612

 

 

5,119

 

 

31,471

 

 

5,006

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share—basic

 

$

0.09

 

 

$

3.22

 

 

$

(0.24

)

 

$

(3.99

)

Net income (loss) per share—diluted

 

$

0.09

 

 

$

3.15

 

 

$

(0.24

)

 

$

(3.99

)

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 U.S. generally accepted accounting principles, or 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 meet FVE's financial obligations 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 from net income (loss) for each of the three months and years ended December 31, 2020 and 2019.

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

2020

 

2019

 

2020

 

2019

Net income (loss)

 

$

2,903

 

 

$

16,105

 

 

$

(7,589

)

 

$

(19,995

)

Add (less):

 

 

 

 

 

 

 

 

Interest and other expense

 

461

 

 

419

 

 

1,631

 

 

2,615

 

Interest, dividend and other income

 

(132

)

 

(379

)

 

(757

)

 

(1,364

)

(Benefit) provision for income taxes

 

(308

)

 

(42

)

 

663

 

 

56

 

Depreciation and amortization

 

2,913

 

 

2,716

 

 

10,997

 

 

16,640

 

EBITDA

 

5,837

 

 

18,819

 

 

4,945

 

 

(2,048

)

Add (less):

 

 

 

 

 

 

 

 

Long-lived asset impairment

 

 

 

4

 

 

 

 

3,282

 

Loss on sale of senior living communities

 

 

 

6

 

 

 

 

856

 

Severance (1)

 

 

 

 

 

282

 

 

393

 

Litigation settlement (2)

 

 

 

 

 

2,473

 

 

 

Unrealized gain on equity investments

 

(640

)

 

(306

)

 

(480

)

 

(782

)

Loss on termination of leases (3)

 

 

 

 

 

22,899

 

 

 

Transaction costs (4)

 

36

 

 

1,814

 

 

1,448

 

 

11,952

 

Lease inducement (5)

 

 

 

(12,423

)

 

 

 

(12,423

)

Deferred resident fees and deposits (6)

 

 

 

(4,242

)

 

 

 

(4,242

)

Adjusted EBITDA

 

$

5,233

 

 

$

3,672

 

 

$

31,567

 

 

$

(3,012

)

(1)

Costs incurred in 2019 represent those related to the retirement or separation of former executives of FVE. Costs incurred during 2020 represent those related to a reduction in workforce as a result of the impact of the COVID-19 pandemic.

(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 settlement was approved by the court, and FVE is awaiting the court's entry of a final judgment on record. Payment is expected to be made in the first half of 2021.

(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.

(5)

Lease inducement related to the rent reduction recognized for the applicable period in 2019 as a result of the completion of the Restructuring Transactions.

(6)

Deferred resident fees and deposits recognized related to senior living communities FVE previously leased from, and now manages, for the account of DHC, as a result of those leases being terminated in connection with the Restructuring Transactions.

Five Star Senior Living Inc.

Condensed Consolidated Balance Sheets

(dollars in thousands, except per share amounts)

(unaudited)

 

 

 

 

 

December 31,

 

 

2020

 

2019

ASSETS

 

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

 

$

84,351

 

 

$

31,740

 

Restricted cash and cash equivalents

 

23,877

 

 

23,995

 

Accounts receivable, net of allowance

 

9,104

 

 

34,190

 

Due from related person

 

96,357

 

 

5,533

 

Debt and equity investments

 

19,961

 

 

21,070

 

Prepaid expenses and other current assets

 

28,658

 

 

17,286

 

Assets held for sale

 

 

 

9,554

 

Total current assets

 

262,308

 

 

143,368

 

 

 

 

 

 

Property and equipment, net

 

159,251

 

 

167,247

 

Operating lease right-of-use assets

 

18,030

 

 

20,855

 

Finance lease right-of-use assets

 

4,493

 

 

 

Restricted cash and cash equivalents

 

1,369

 

 

1,244

 

Restricted debt and equity investments

 

4,788

 

 

7,105

 

Equity investment of an investee, net

 

11

 

 

298

 

Other long-term assets

 

3,956

 

 

5,676

 

Total assets

 

$

454,206

 

 

$

345,793

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

Current liabilities:

 

 

 

 

Accounts payable

 

$

23,454

 

 

$

30,440

 

Accrued expenses and other current liabilities

 

41,843

 

 

55,981

 

Accrued compensation and benefits

 

70,543

 

 

35,629

 

Accrued self-insurance obligations

 

31,355

 

 

23,791

 

Operating lease liabilities

 

2,567

 

 

2,872

 

Finance lease liabilities

 

808

 

 

 

Due to related persons

 

6,585

 

 

2,247

 

Mortgage note payable

 

388

 

 

362

 

Security deposits and current portion of continuing care contracts

 

365

 

 

434

 

Liabilities held for sale

 

 

 

12,544

 

Total current liabilities

 

177,908

 

 

164,300

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

Accrued self-insurance obligations

 

37,420

 

 

33,872

 

Operating lease liabilities

 

17,104

 

 

19,671

 

Finance lease liabilities

 

3,921

 

 

 

Mortgage note payable

 

6,783

 

 

7,171

 

Other long-term liabilities

 

538

 

 

798

 

Total long term liabilities

 

65,766

 

 

61,512

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

Common stock, par value $0.01

 

317

 

 

52

 

Additional paid-in-capital

 

460,038

 

 

362,450

 

Accumulated deficit

 

(251,139

)

 

(245,184

)

Accumulated other comprehensive income

 

1,316

 

 

2,663

 

Total shareholders' equity

 

210,532

 

 

119,981

 

Total liabilities and shareholders' equity

 

$

454,206

 

 

$

345,793

 

Five Star Senior Living Inc.

Supplemental Financial Data

(dollars in thousands)

(unaudited)

 

Management and Operating Revenues by Product Type

 

 

Three Months Ended December 31, 2020

Management and Operating Revenues by Product Type:

Senior

Living

 

Management

Fees

 

Rehabilitation

and Wellness

Services

 

Total

Revenues

Independent and assisted living community revenues

$

17,903

 

 

$

8,515

 

 

$

 

 

$

26,418

 

Continuing care retirement community revenues

 

 

5,272

 

 

 

 

5,272

 

Skilled nursing facility revenues

 

 

1,035

 

 

 

 

1,035

 

Rehabilitation and wellness services revenues

 

 

 

 

20,256

 

 

20,256

 

Total management and operating revenues

$

17,903

 

 

$

14,822

 

 

$

20,256

 

 

$

52,981

 

 

 

 

 

 

 

 

 

 

Three Months Ended December 31, 2019

Management and Operating Revenues by Product Type:

Senior

Living

 

Management

Fees

 

Rehabilitation

and Wellness

Services

 

Total

Revenues

Independent and assisted living community revenues

$

128,061

 

 

$

3,221

 

 

$

 

 

$

131,282

 

Continuing care retirement community revenues

99,069

 

 

888

 

 

 

 

99,957

 

Skilled nursing facility revenues

22,597

 

 

 

 

 

 

22,597

 

Rehabilitation and wellness services revenues

 

 

 

 

13,978

 

 

13,978

 

Total management and operating revenues

$

249,727

 

 

$

4,109

 

 

$

13,978

 

 

$

267,814

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2020

Management and Operating Revenues by Product Type:

Senior

Living

 

Management

Fees

 

Rehabilitation

and Wellness

Services

 

Total

Revenues

Independent and assisted living community revenues

$

77,015

 

 

$

35,917

 

 

$

 

 

$

112,932

 

Continuing care retirement community revenues

 

 

22,545

 

 

 

 

22,545

 

Skilled nursing facility revenues

 

 

4,418

 

 

 

 

4,418

 

Rehabilitation and wellness services revenues

 

 

 

 

82,032

 

 

82,032

 

Total management and operating revenues

$

77,015

 

 

$

62,880

 

 

$

82,032

 

 

$

221,927

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2019

Management and Operating Revenues by Product Type:

Senior

Living

 

Management

Fees

 

Rehabilitation

and Wellness

Services

 

Total

Revenues

Independent and assisted living community revenues

$

508,800

 

 

$

12,704

 

 

$

 

 

$

521,504

 

Continuing care retirement community revenues

389,496

 

 

3,465

 

 

 

 

392,961

 

Skilled nursing facility revenues

138,202

 

 

 

 

 

 

138,202

 

Rehabilitation and wellness services revenues

 

 

 

 

48,685

 

 

48,685

 

Total management and operating revenues

$

1,036,498

 

 

$

16,169

 

 

$

48,685

 

 

$

1,101,352

 

Five Star Senior Living Inc.

Supplemental Financial Data

(dollars in thousands)

(unaudited)

 

 

 

Comparable Management and Operating Revenues by Product Type (1)

 

 

 

 

 

Three Months Ended December 31, 2020

Management and Operating Revenues by Product Type:

Senior

Living

 

Management

Fees

 

Rehabilitation

and Wellness

Services

 

Total

Revenues

Independent and assisted living community revenues

$

17,957

 

 

$

3,705

 

 

$

 

 

$

21,662

 

Continuing care retirement community revenues

 

 

1,111

 

 

 

 

1,111

 

Rehabilitation and wellness services revenues

 

 

 

 

17,823

 

 

17,823

 

Total management and operating revenues

$

17,957

 

 

$

4,816

 

 

$

17,823

 

 

$

40,596

 

 

 

 

 

 

 

 

 

 

Three Months Ended December 31, 2019

Management and Operating Revenues by Product Type:

Senior

Living

 

Management

Fees

 

Rehabilitation

and Wellness

Services

 

Total

Revenues

Independent and assisted living community revenues

$

20,410

 

 

$

3,158

 

 

$

 

 

$

23,568

 

Continuing care retirement community revenues

 

 

772

 

 

 

 

772

 

Rehabilitation and wellness services revenues

 

 

 

 

12,948

 

 

12,948

 

Total management and operating revenues

$

20,410

 

 

$

3,930

 

 

$

12,948

 

 

$

37,288

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2020

Management and Operating Revenues by Product Type:

Senior

Living

 

Management

Fees

 

Rehabilitation

and Wellness

Services

 

Total

Revenues

Independent and assisted living community revenues

$

76,293

 

 

$

15,119

 

 

$

 

 

$

91,412

 

Continuing care retirement community revenues

 

 

4,417

 

 

 

 

4,417

 

Rehabilitation and wellness services revenues

 

 

 

 

60,048

 

 

60,048

 

Total management and operating revenues

$

76,293

 

 

$

19,536

 

 

$

60,048

 

 

$

155,877

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2019

Management and Operating Revenues by Product Type:

Senior

Living

 

Management

Fees

 

Rehabilitation

and Wellness

Services

 

Total

Revenues

Independent and assisted living community revenues

$

82,154

 

 

$

12,098

 

 

$

 

 

$

94,252

 

Continuing care retirement community revenues

 

 

2,993

 

 

 

 

2,993

 

Rehabilitation and wellness services revenues

 

 

 

 

41,064

 

 

41,064

 

Total management and operating revenues

$

82,154

 

 

$

15,091

 

 

$

41,064

 

 

$

138,309

 

(1)

The tables for the three months ended December 31, 2020 and 2019 include data for 24 owned and leased senior living communities, 75 managed senior living communities and 203 rehabilitation clinics that FVE has continuously owned, continuously leased or continuously managed since October 1, 2019. The tables for the years ended December 31, 2020 and 2019 include data for 24 owned and leased senior living communities, 74 managed senior living communities and 158 rehabilitation 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

 

 

December 31,

 

September 30,

 

June 30,

 

March 31,

 

December 31,

 

 

2020

 

2020

 

2020

 

2020

 

2019

 

 

 

 

 

 

 

 

 

 

Owned and Leased Communities

 

 

 

 

 

 

 

 

 

Independent and assisted living communities:

 

 

 

 

 

 

 

 

 

Revenues

$

17,903

 

 

$

18,525

 

 

$

19,590

 

 

$

20,997

 

 

$

249,727

 

Other operating income (1)

1,715

 

 

 

 

 

 

 

 

 

Operating expenses

21,181

 

 

19,661

 

 

20,165

 

 

17,470

 

 

220,390

 

Operating (loss) income

(1,563

)

 

(1,136

)

 

(575

)

 

3,527

 

 

29,337

 

Operating margin

(8.0

)%

 

(6.1

)%

 

(2.9

)%

 

16.8

%

 

11.7

%

Number of communities (end of period)

24

 

 

24

 

 

24

 

 

24

 

 

190

 

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

2,302

 

 

2,312

 

 

2,312

 

 

2,312

 

 

20,948

 

Average occupancy

71.5

%

 

74.7

%

 

78.3

%

 

81.3

%

 

82.9

%

Spot occupancy

69.7

%

 

73.0

%

 

76.3

%

 

80.3

%

 

82.7

%

RevPAR (3)

$

2,596

 

 

$

2,665

 

 

$

2,813

 

 

$

2,930

 

 

$

3,974

 

 

 

 

 

 

 

 

 

 

 

Managed Communities (4)

 

 

 

 

 

 

 

 

 

Independent and assisted living communities:

 

 

 

 

 

 

 

 

 

Management fees

$

8,515

 

 

$

8,751

 

 

$

9,088

 

 

$

9,563

 

 

$

3,221

 

Community-level revenues

157,267

 

 

167,436

 

 

174,634

 

 

185,516

 

 

81,188

 

Other operating income (1)

1,677

 

 

 

 

14

 

 

 

 

 

Community-level expenses

139,623

 

 

145,399

 

 

139,175

 

 

143,608

 

 

65,899

 

Community operating income

19,321

 

 

22,037

 

 

35,473

 

 

41,908

 

 

15,289

 

Community operating margin

12.2

%

 

13.2

%

 

20.3

%

 

22.6

%

 

18.8

%

Number of communities (end of period) (5)

182

 

 

189

 

 

191

 

 

193

 

 

69

 

Number of living units (end of period) (2)(5)

17,440

 

 

18,032

 

 

18,148

 

 

18,395

 

 

8,106

 

Average occupancy

72.5

%

 

75.5

%

 

79.1

%

 

82.9

%

 

84.0

%

Spot occupancy

71.1

%

 

74.1

%

 

77.7

%

 

82.2

%

 

83.4

%

RevPAR (3)

$

2,969

 

 

$

3,088

 

 

$

3,207

 

 

$

3,360

 

 

$

3,401

 

 

 

 

 

 

 

 

 

 

 

Continuing care retirement communities:

 

 

 

 

 

 

 

 

 

Management fees

$

5,272

 

 

$

5,451

 

 

$

5,485

 

 

$

6,337

 

 

$

888

 

Community-level revenues

100,781

 

 

100,765

 

 

106,937

 

 

123,498

 

 

27,502

 

Other operating income (1)

7,997

 

 

 

 

3,792

 

 

 

 

 

Community-level expenses

98,221

 

 

102,103

 

 

99,071

 

 

103,946

 

 

24,998

 

Community operating income

10,557

 

 

(1,338

)

 

11,658

 

 

19,552

 

 

2,504

 

Community operating margin

9.7

%

 

(1.3

)%

 

10.5

%

 

15.8

%

 

9.1

%

Number of communities (end of period)

37

 

 

39

 

 

39

 

 

40

 

 

9

 

Number of living units (end of period) (2)(6)

8,574

 

 

8,936

 

 

8,936

 

 

9,301

 

 

2,231

 

Average occupancy

72.8

%

 

75.6

%

 

79.1

%

 

83.4

%

 

83.5

%

Spot occupancy

71.2

%

 

74.4

%

 

78.3

%

 

81.3

%

 

83.6

%

RevPAR (3)

$

3,813

 

 

$

3,759

 

 

$

3,989

 

 

$

4,426

 

 

$

4,109

 

Skilled nursing facilities (7):

 

 

 

 

 

 

 

 

 

Management fees

$

1,035

 

 

$

1,100

 

 

$

1,132

 

 

$

1,151

 

 

$

 

Community-level revenues

20,589

 

 

21,900

 

 

22,532

 

 

22,956

 

 

 

Other operating income (1)

2,846

 

 

 

 

2,022

 

 

 

 

 

Community-level expenses

23,834

 

 

22,831

 

 

22,009

 

 

21,854

 

 

 

Community operating (loss) income

(399

)

 

(931

)

 

2,545

 

 

1,102

 

 

 

Community operating margin

(1.7

)%

 

(4.3

)%

 

10.4

%

 

4.8

%

 

%

Number of communities (end of period)

9

 

 

11

 

 

11

 

 

11

 

 

 

Number of living units (end of period) (2)(8)

955

 

 

1,264

 

 

1,264

 

 

1,264

 

 

 

Average occupancy

64.2

%

 

68.8

%

 

70.1

%

 

73.3

%

 

%

Spot occupancy

60.3

%

 

69.2

%

 

68.5

%

 

72.6

%

 

%

RevPAR (3)

$

5,655

 

 

$

5,775

 

 

$

5,942

 

 

$

6,054

 

 

$

 

 

 

 

 

 

 

 

 

 

 

Total managed communities:

 

 

 

 

 

 

 

 

 

Management fees

$

14,822

 

 

$

15,302

 

 

$

15,705

 

 

$

17,051

 

 

$

4,109

 

Community-level revenues

278,637

 

 

290,101

 

 

304,103

 

 

331,970

 

 

108,690

 

Other operating income (1)

12,520

 

 

 

 

5,828

 

 

 

 

 

Community-level expenses

261,678

 

 

270,333

 

 

260,255

 

 

269,408

 

 

90,897

 

Community operating income

29,479

 

 

19,768

 

 

49,676

 

 

62,562

 

 

17,793

 

Community operating margin

10.1

%

 

6.8

%

 

16.0

%

 

18.8

%

 

16.4

%

Number of communities (end of period)

228

 

 

239

 

 

241

 

 

244

 

 

78

 

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

26,969

 

 

28,232

 

 

28,348

 

 

28,960

 

 

10,337

 

Average occupancy

72.2

%

 

75.2

%

 

78.7

%

 

82.6

%

 

83.9

%

Spot occupancy

70.8

%

 

74.0

%

 

77.5

%

 

81.5

%

 

83.5

%

RevPAR (3)

$

3,355

 

 

$

3,420

 

 

$

3,576

 

 

$

3,820

 

 

$

3,556

 

(1)

Other operating income represents income recognized for funds received under the Provider Relief Fund of the CARES Act and other governmental grants.

(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 disposition 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. Data for the three months ended June 30, 2020 and December 31, 2020 exclude income received by communities under the CARES Act and other governmental grants. Data for the three months ended December 31, 2019, excludes approximately $4,200 of deferred resident fees and deposits recognized related to senior living communities FVE previously leased from, and now manages, for the account of DHC, as a result of those leases being terminated in connection with the Restructuring Transactions.

(4)

Managed communities, other than FVE's management fees, represents financial data of communities FVE manages 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 FVE earns management fees.

(5)

Includes one active adult community with 167 units.

(6)

Includes 2,055 skilled nursing units in communities where assisted living and independent living services are the predominant services provided.

(7)

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

(8)

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

 

 

December 31,

 

September 30,

 

June 30,

 

March 31,

 

December 31,

 

 

2020

 

2020

 

2020

 

2020

 

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)

2,302

 

 

2,312

 

 

2,312

 

 

2,312

 

 

2,312

 

Average occupancy

71.5

%

 

74.7

%

 

78.3

%

 

81.3

%

 

81.4

%

RevPAR (3)

$

2,596

 

 

$

2,665

 

 

$

2,813

 

 

$

2,930

 

 

$

2,941

 

 

 

 

 

 

 

 

 

 

 

Managed Communities (1)(4):

 

 

 

 

 

 

 

 

 

Number of communities (end of period)

75

 

 

75

 

 

75

 

 

75

 

 

75

 

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

9,620

 

 

9,689

 

 

9,689

 

 

9,697

 

 

9,700

 

Average occupancy

73.7

%

 

76.7

%

 

80.1

%

 

83.9

%

 

84.5

%

RevPAR (3)

$

3,120

 

 

$

3,084

 

 

$

3,340

 

 

$

3,548

 

 

$

3,559

 

(1)

Includes data for senior living communities that FVE has continuously owned, continuously leased or continuously managed since October 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. Data for the three months ended June 30, 2020 and December 31, 2020 exclude income received by communities under the CARES Act and other governmental grants.

(4)

Senior living segment data for comparable managed communities represents financial data of communities FVE manages 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 FVE earns management fees.

Five Star Senior Living Inc.

Rehabilitation and Wellness Services Segment Data

(dollars in thousands)

(unaudited)

 

 

 

 

 

Three Months Ended

 

 

December 31,

 

September 30,

 

June 30,

 

March 31,

 

December 31,

 

 

2020

 

2020

 

2020

 

2020

 

2019

Rehabilitation and Wellness Services (1):

 

 

 

 

 

 

 

 

 

Revenues (2)

$

20,256

 

 

$

21,124

 

 

$

19,268

 

 

$

21,384

 

 

$

13,978

 

Other operating income (3)

221

 

 

 

 

1,499

 

 

 

 

 

Operating expenses

16,613

 

 

16,833

 

 

16,259

 

 

17,616

 

 

12,384

 

Operating income

3,864

 

 

4,291

 

 

4,508

 

 

3,768

 

 

1,594

 

Operating margin

18.9

%

 

20.3

%

 

21.7

%

 

17.6

%

 

11.4

%

Number of inpatient clinics (end of period)

37

 

 

40

 

 

40

 

 

41

 

 

41

 

Number of outpatient clinics (end of period)

207

 

 

209

 

 

206

 

 

203

 

 

190

 

(1)

Includes Ageility clinics and home health operations.

(2)

Prior to January 1, 2020, which was 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.

(3)

Other operating income represents income recognized for funds received under the Provider Relief Fund of the CARES Act, and other governmental grants.

Five Star Senior Living Inc.

Comparable Rehabilitation and Wellness Services Segment Data

(dollars in thousands)

(unaudited)

 

 

 

 

 

Three Months Ended

 

 

December 31,

 

September 30,

 

June 30,

 

March 31,

 

December 31,

 

 

2020

 

2020

 

2020

 

2020

 

2019

Rehabilitation and Wellness Services (1):

 

 

 

 

 

 

 

 

 

Revenues (2)

$

17,823

 

 

$

18,553

 

 

$

17,412

 

 

$

19,326

 

 

$

12,948

 

Other operating income (3)

252

 

 

 

 

1,285

 

 

 

 

 

Operating expenses

14,637

 

 

14,807

 

 

14,602

 

 

15,725

 

 

11,309

 

Operating income

3,438

 

 

3,746

 

 

4,095

 

 

3,601

 

 

1,639

 

Operating margin

19.0

%

 

20.2

%

 

21.9

%

 

18.6

%

 

12.7

%

Number of inpatient clinics (end of period)

37

 

 

37

 

 

37

 

 

37

 

 

37

 

Number of outpatient clinics (end of period)

166

 

 

166

 

 

166

 

 

166

 

 

166

 

(1)

Includes Ageility clinics and home health operations.

(2)

Prior to January 1, 2020, which was 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.

(3)

Other operating income represents income recognized for funds received under the Provider Relief Fund of the CARES Act, and other governmental grants.

Five Star Senior Living Inc.

Owned Senior Living Communities as of and for the Three Months Ended December 31, 2020

(dollars in thousands)

(unaudited)

 

No.

 

Community Name

 

State

 

Property

Type (1)

 

Living

Units

 

Senior Living

Revenues (4)

 

Gross

Carrying Value

 

Net Carrying

Value

 

Date Acquired

 

Year Built or

Most Recent

Renovation

1

 

Morningside of Decatur (2)

 

Alabama

 

AL

 

49

 

$

318

 

 

$

3,668

 

 

$

2,149

 

 

11/19/2004

 

1999

2

 

Morningside of Auburn

 

Alabama

 

AL

 

42

 

360

 

 

2,341

 

 

1,560

 

 

11/19/2004

 

1997

3

 

The Palms of Fort Myers (2)

 

Florida

 

IL

 

218

 

1,587

 

 

30,938

 

 

14,914

 

 

4/1/2002

 

1988

4

 

Five Star Residences of Banta Pointe (3)

 

Indiana

 

AL

 

121

 

719

 

 

18,328

 

 

12,666

 

 

9/29/2011

 

2006

5

 

Five Star Residences of Fort Wayne (2)

 

Indiana

 

AL

 

154

 

1,102

 

 

25,806

 

 

17,704

 

 

9/29/2011

 

1998

6

 

Five Star Residences of Clearwater

 

Indiana

 

AL

 

88

 

384

 

 

9,793

 

 

5,511

 

 

6/1/2011

 

1999

7

 

Five Star Residences of Lafayette (2)

 

Indiana

 

AL

 

109

 

498

 

 

15,880

 

 

10,833

 

 

6/1/2011

 

2000

8

 

Five Star Residences of Noblesville (2)

 

Indiana

 

AL

 

151

 

1,209

 

 

25,214

 

 

17,596

 

 

7/1/2011

 

2005

9

 

The Villa at Riverwood (2)

 

Missouri

 

IL

 

110

 

624

 

 

6,972

 

 

3,236

 

 

4/1/2002

 

1986

10

 

Voorhees Senior Living (2)

 

New Jersey

 

AL

 

104

 

1,069

 

 

10,290

 

 

6,067

 

 

7/1/2008

 

1999

11

 

Washington Township Senior Living (2)

 

New Jersey

 

AL

 

93

 

918

 

 

10,261

 

 

6,093

 

 

7/1/2008

 

1998

12

 

Carriage House Senior Living

 

North Carolina

 

AL

 

98

 

980

 

 

8,436

 

 

5,324

 

 

12/1/2008

 

1997

13

 

Forest Heights Senior Living

 

North Carolina

 

AL

 

111

 

866

 

 

13,656

 

 

8,896

 

 

12/1/2008

 

1998

14

 

Fox Hollow Senior Living (2)

 

North Carolina

 

AL

 

77

 

839

 

 

11,061

 

 

7,213

 

 

7/1/2000

 

1999

15

 

Legacy Heights Senior Living (2)

 

North Carolina

 

AL

 

116

 

1,418

 

 

12,677

 

 

8,065

 

 

12/1/2008

 

1997

16

 

Morningside at Irving Park

 

North Carolina

 

AL

 

91

 

818

 

 

6,983

 

 

3,857

 

 

11/19/2004

 

1997

17

 

The Devon Senior Living

 

Pennsylvania

 

AL

 

84

 

633

 

 

6,890

 

 

3,807

 

 

7/1/2008

 

1985

18

 

The Legacy of Anderson

 

South Carolina

 

IL

 

101

 

550

 

 

1,387

 

 

455

 

 

12/1/2008

 

2003

19

 

Morningside of Springfield (2)

 

Tennessee

 

AL

 

54

 

410

 

 

3,704

 

 

1,740

 

 

11/19/2004

 

1984

20

 

Huntington Place

 

Wisconsin

 

AL

 

127

 

766

 

 

17,545

 

 

11,200

 

 

7/15/2010

 

1999

 

 

Total

 

 

 

 

 

2,098

 

$

16,068

 

 

$

241,830

 

 

$

148,886

 

 

 

 

 

(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 $7,171 mortgage note.

(4)

Excludes funds received under the Provider Relief Fund of the CARES Act and other governmental grants recognized as other income.

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. The fair value of this consideration was $97.9 million. 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 audited consolidated financial statements and accompanying notes included in FVE's Annual Reports on Form 10-K for the years ended December 31, 2020 and December 31, 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 December 31,

 

2020

 

Pro Forma 2019 (1)

REVENUES

 

 

 

Senior living

$

17,903

 

 

$

20,411

 

Management fees

14,822

 

 

17,489

 

Rehabilitation and wellness services

20,256

 

 

18,551

 

Total management and operating revenues

52,981

 

 

56,451

 

Reimbursed community-level costs incurred on behalf of managed communities

226,264

 

 

250,993

 

Other reimbursed expenses

6,645

 

 

 

Total revenues

285,890

 

 

307,444

 

 

 

 

 

Other operating income (2)

1,936

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

Senior living wages and benefits

11,186

 

 

9,053

 

Other senior living operating expenses

7,180

 

 

5,267

 

Rehabilitation and wellness services expenses

15,901

 

 

16,445

 

Community-level costs incurred on behalf of managed communities

226,264

 

 

250,993

 

General and administrative

20,820

 

 

14,247

 

Rent

1,281

 

 

1,133

 

Depreciation and amortization

2,913

 

 

2,710

 

Total operating expenses

285,545

 

 

299,848

 

 

 

 

 

Operating income

2,281

 

 

7,596

 

 

 

 

 

Interest, dividend and other income

132

 

 

379

 

Interest and other expense

(461

)

 

(330

)

Unrealized gain on equity investments

640

 

 

306

 

Realized gain on sale of debt and equity investments

3

 

 

2

 

 

 

 

 

Income before income taxes and equity in earnings of an investee

2,595

 

 

7,953

 

Benefit (provision) for income taxes

308

 

 

(2,065

)

Equity (loss) in earnings of an investee

 

 

(42

)

Net income

$

2,903

 

 

$

5,846

 

Add (less):

 

 

 

Interest and other expense

$

461

 

 

$

330

 

Interest, dividend and other income

(132

)

 

(379

)

(Benefit) provision for income taxes

(308

)

 

2,065

 

Depreciation and amortization

2,913

 

 

2,710

 

EBITDA

$

5,837

 

 

$

10,572

 

Add (less):

 

 

 

Unrealized gain on equity investments

$

(640

)

 

$

(306

)

Transaction costs

36

 

 

 

Adjusted EBITDA

$

5,233

 

 

$

10,266

 

 

 

 

 

Weighted average shares outstanding—basic

31,495

 

 

31,389

 

Weighted average shares outstanding—diluted

31,612

 

 

31,623

 

Net income per share—basic

$

0.09

 

 

$

0.19

 

Net income per share—diluted

$

0.09

 

 

$

0.18

 

(1)

See following reconciliation.

(2)

Other operating income represents income recognized for funds received under the Provider Relief Fund of the CARES Act and other governmental grants.

Five Star Senior Living Inc.

Pro Forma Condensed Consolidated Statement of Operations

(amounts in thousands, except per share amounts)

(unaudited)

 

 

 

 

 

Three Months Ended December 31, 2019

 

 

As Reported

 

Restructuring

Transactions

 

Note

 

Pro Forma

REVENUES

 

 

 

 

 

 

 

 

Senior living

 

$

249,727

 

 

$

(229,316

)

 

2(a)

 

$

20,411

 

Management fees

 

4,109

 

 

13,380

 

 

2(b)

 

17,489

 

Rehabilitation and wellness services

 

13,978

 

 

4,573

 

 

2(c)

 

18,551

 

Reimbursed community-level costs incurred on behalf of managed communities

 

81,059

 

 

169,934

 

 

2(d)

 

250,993

 

Total revenues

 

348,873

 

 

(41,429

)

 

 

 

307,444

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

Senior living wages and benefits

 

127,378

 

 

(118,325

)

 

2(e)

 

9,053

 

Other senior living operating expenses

 

68,748

 

 

(63,481

)

 

2(f)

 

5,267

 

Rehabilitation and wellness services expenses

 

11,872

 

 

4,573

 

 

2(c)

 

16,445

 

Community-level costs incurred on behalf of managed communities

 

81,059

 

 

169,934

 

 

2(d)

 

250,993

 

General and administrative

 

20,740

 

 

(6,493

)

 

2(g)

 

14,247

 

Rent

 

20,513

 

 

(19,380

)

 

2(h)

 

1,133

 

Depreciation and amortization

 

2,716

 

 

(6

)

 

2(i)

 

2,710

 

Loss on sale of senior living communities

 

6

 

 

(6

)

 

 

 

 

Long-lived asset impairment

 

4

 

 

(4

)

 

 

 

 

Total operating expenses

 

333,036

 

 

(33,188

)

 

 

 

299,848

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

15,837

 

 

(8,241

)

 

 

 

7,596

 

 

 

 

 

 

 

 

 

 

Interest, dividend and other income

 

379

 

 

 

 

 

 

379

 

Interest and other expense

 

(419

)

 

89

 

 

2(j)

 

(330

)

Unrealized gain on equity investments

 

306

 

 

 

 

 

 

306

 

Realized gain on sale of debt and equity investments

 

2

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

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

 

16,105

 

 

(8,152

)

 

 

 

7,953

 

Benefit (provision) for income taxes

 

42

 

 

(2,107

)

 

2(k)

 

(2,065

)

Loss in earnings of an investee

 

(42

)

 

 

 

 

 

(42

)

Net income (loss)

 

$

16,105

 

 

$

(10,259

)

 

 

 

$

5,846

 

Add (less):

 

 

 

 

 

 

 

 

Interest and other expense

 

$

419

 

 

$

(89

)

 

 

 

$

330

 

Interest, dividend and other income

 

(379

)

 

 

 

 

 

(379

)

(Benefit) provision for income taxes

 

(42

)

 

2,107

 

 

 

 

2,065

 

Depreciation and amortization

 

2,716

 

 

(6

)

 

 

 

2,710

 

EBITDA

 

$

18,819

 

 

$

(8,247

)

 

 

 

$

10,572

 

Add (less):

 

 

 

 

 

 

 

 

Loss on sale of senior living communities

 

$

6

 

 

$

(6

)

 

 

 

$

 

Long-lived asset impairment

 

4

 

 

(4

)

 

 

 

 

Unrealized gain on equity investments

 

(306

)

 

 

 

 

 

(306

)

Lease inducement

 

(12,423

)

 

12,423

 

 

 

 

 

Deferred resident fees and deposits

 

(4,242

)

 

4,242

 

 

 

 

 

Transaction costs

 

1,814

 

 

(1,814

)

 

 

 

 

Adjusted EBITDA

 

$

3,672

 

 

$

6,594

 

 

 

 

$

10,266

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding—basic

 

5,002

 

 

26,387

 

 

2(l)

 

31,389

 

Weighted average shares outstanding—diluted

 

5,119

 

 

26,504

 

 

2(l)

 

31,623

 

Net income per share—basic

 

$

3.22

 

 

 

 

 

 

$

0.19

 

Net income per share—diluted

 

$

3.15

 

 

 

 

 

 

$

0.18

 

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 audited consolidated financial statements and notes thereto included in FVE's Annual Reports on Form 10-K for the years ended December 31, 2020 and December 31, 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 consolidated statements of operations.

b. Management fees

Adjustments to management fee revenues are comprised as follows:

 

 

Three Months Ended

December 31, 2019

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

 

$

1,607

 

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

 

11,254

 

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