Five Star Quality Care, Inc. CEO Discusses Q4 2011 Results - Earnings Call Transcript

| About: Five Star (FVE)

Five Star Quality Care, Inc. (NYSE:FVE)

Q4 2011 Earnings Call

February 16, 2012 10:00 AM


Tim Bonang - VP, IR

Bruce Mackey - President and CEO

Paul Hoagland - Treasurer and CFO


Spencer Larson - Moors & Cabot

Mike Petusky - Noble Financials

James Gibson - Punch & Associates


Good day, and welcome to the Five Star Quality Care Fourth Quarter and Year End 2011 Financial Results Conference Call. This call is being recorded.

At this time for opening remarks and introductions, I would like to turn the call over to the Vice President of Investor Relations, Mr. Tim Bonang. Please go ahead, sir.

Tim Bonang

Thank you, and good morning, everyone. Joining me on today's call are Bruce Mackey, Five Star's President and CEO, and Paul Hoagland, Five Star's Treasurer and CFO.

The agenda for today's call includes a presentation by management followed by a question-and-answer session. I'd also note that the recording and retransmission of today's conference call is strictly prohibited without prior written consent of Five Star.

Before we begin, I would like to state that today's conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other Securities Laws. These forward-looking statements are based on Five Star's present beliefs and expectations as of today, February 16, 2012. The company undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements made in today's conference call other than through filings with the Securities and Exchange Commission regarding this reporting period.

Actual results may differ materially from those projected in any forward-looking statements. Additional information concerning factors that could cause those differences is contained in our filings with the SEC. Investors are cautioned not to place undue reliance upon any forward-looking statements.

And now, I would like to turn the call over to Bruce Mackey.

Bruce Mackey

Great. Thank you, Tim. And thank you everyone for joining us today on our 2011 fourth quarter earnings call. For the quarter ended December 31, 2011 we recorded or 12th consecutive quarter of profitability of net income from continuing operations of $1.11 per basic share and $1.05 per diluted share. These results were positively impacted by an approximate $54 million income tax benefit related to the reversal of our tax valuation allowance, $3.5 million gain on the sale of available for sale securities partially offset by an impairment of long-lived assets of $3.5 million and acquisition related cost of $229,000.

Paul will discuss the details of the income tax benefit and the impairment of long-lived assets that we recorded in his prepared remarks. Excluding these items, our adjusted net income for continuing operations was $0.02 per basic and diluted share for the quarter.

For the 2011 full year, our adjusted diluted net income for continuing operations at $0.40 per share. As you know, starting on October 1st, 2011, Medicare cut its rates to (inaudible) by 11% with the impact of Five Star being closer to 12%. We did feel the effect of this loss in revenue and EBITDA during the quarter, however, we maintained our record of consistent profitability and through our recent acquisitions of private pay communities offset the majority of this loss on an annual basis. Over the past several months we made some changes to our corporate regional structure to help address this loss of Medicaid revenue going forward.

Historically, Five Star has operated with four divisions, East, Central, West and a fourth division made up of the rehab hospitals and pharmacy operations.

Previously, our standalone skilled nursing facilities were part of the geographic region in which they were located. We have now segregated our standalone skilled nursing facilities into one region. Through this change, we will cut about $0.5 million out of our general administrative expenses as well as provide a more focused oversight over both segments of our senior living business.

We continue to actively grow the percentage of our revenues derived from private pay senior livings by the doing the following; leasing properties under long-term leases, managing properties on behalf of owners, and purchasing properties using our own balance sheet. We look further to accelerate the process by continuing to sell less profitable skilled nursing facilities.

2011 was a year of transition and growth for Five Star. Five Star's business plan for 2011 was three fold; to increase rate, to maintain and increase occupancy, and to operate efficiently and control costs. We were successful on all fronts for the year. We grew a same-store average daily rate grew by 2.3% for the full year. We increased occupancy. Total senior occupancy grew by 20 basis points and independent assisted living occupancy grew by 80 basis points for the full year.

We held cost in check, rates remained and stayed flat at 50% of revenues and G&A remains the lowest in the industry at 4.4% of revenues. We currently employed over 25,000 employees and have annual revenues in excess of $1.2 billion. With a total of 246 communities containing over 27,000 units, Five Star is one of the largest operators of senior living communities in the country.

On a very positive note, I am pleased to announce that we are working with a group of lenders to negotiate a new $150 million senior secured revolving credit facility. We expect the facility will be secured by approximately half of the 31 senior living properties that we own.

I would point out, because these negotiations are in the early stages, there can be no assurance we will enter into the facility or with the ultimate terms of any such facility may provide including the amount of borrowings that may be available to us under the facility.

However, I believe we are in a position to have these conversations, because of the quality of both our balance sheet and the properties we own, which may secure the facility. Needless to say, adding an additional $150 million revolving credit facility will provide us with much greater financial flexibility.

In 2011, we took on a total of 37 primarily private pay communities located across the country with over 5,000 units. During the fourth quarter, we begin to manage nine senior living communities with a total of almost 2,000 units. Eight of the communities are part of a portfolio of nine large high-end properties, which Senior Housing Properties Trust agreed to purchase from Vi, formerly Classic Residence by Hyatt early in the year. We expect to begin managing the nine community located in New York sometime later this year. That acquisition is being held up by certain regulatory and licensing approvals in the state.

In addition to those eight communities, we agreed to manage on SNHs behalf, another senior living community with 57 units, located outside of San Francisco and Walnut Creek, California. The community is 90% occupied and is a 100% private pay.

In February of this year, we began to manage one additional 92 units senior living community located in Prattville, Alabama. The community is five years old, 87% occupied and is 100% private pay.

Our profitability was achieved with little or no impact when the properties we began to manage in the fourth quarter. We expect that by beginning to manage the Vi properties and by adding our ancillary services, we will add about $1 million of EBITDA per quarter.

Now, I'll review some highlights from the quarter. Occupancy during the fourth quarter continued to trend positively both on overall and same store basis. Total senior living occupancy was 86.2%, a 20 basis point improvement from last quarter and last year.

Looking at this by portfolio, independent and assisted living occupancy increased to 87.1%, up 40 basis points from last quarter, and up 80 basis points from a year ago. And within independent assisted living, excluding any skilled nursing beds within the CCRC through independent assisted living occupancy was 88.1%.

Skilled nursing occupancy was 81.4% relatively flat with the third quarter of 2011, but down 320 basis points from last quarter. While about half of our 38 skilled nursing facilities experienced a decline in their occupancy, the majority of this reduction could be attributed to enhance our facilities.

Looking at same-store senior living portfolio, occupancy was 85.9%, up 30 basis points from last quarter. Total senior living occupancy as of Monday was 86.1%. As a reminder, 100 basis point increase in occupancy equates to $10 million increase in our revenues, the majority of which falls to our bottom line.

If you compare our results for the relevant industry data produced by the National Investment Center or NIC, they reported a seventh consecutive quarterly increase in senior living occupancy during the fourth quarter.

Industry occupancy is reported to be 110 basis points higher than its typical low in the beginning of 2010.

Assisted living occupancy on a national level bounced back in more quickly, but over the last several quarters, independent living has been driving much of the gain. However, if you look at the trends in the skilled nursing sector, occupancy has been falling over the last several quarters and this is very much in line with what Five Star is experiencing at its skilled nursing facilities.

I think the overall net results speak strongly to the apparent recovery underway in private pay senior housing, and a clear potential for even more growth. New supply continues to be stagnant compared to 2007 levels, and we are expecting this to pick up in a meaningful way anytime soon.

Average daily rates suffer this quarter due mainly to the loss of Medicare revenues in our skilled nursing business. Same-store average daily rate decreased 0.5% compared to last year and was down 2% from last quarter. But for the full year, same-store ADR increased by 2.3%.

A few quarters ago, we discussed our plans to increase our efforts on the marketing front and to create a new and improved sales culture. We hired a Vice President of Sales and Marketing last year and she has led us in the formulation of a plan to improve our systems and training efforts.

First, we have partnered with, the leader in customer relationship management systems to implement a better sales tracking and reporting platform across the company. This initiative will allow us to have all of our communities using one system rather than the multiple systems, so we can have on-demand consolidated and more transparent reporting on sales metrics.

We just rolled this out in the beginning of 2012 and currently about 25% of our communities are using, and we expect to have all of our communities on this system by the end of the second quarter.

Second, we've taken a step that is at the forefront in the industry, to start using a call center model to provide respective residents and families with a better and more consistent sales experience. We recently outsourced this service to a leader in call centers and currently have about 25% of our communities on this model.

Lastly, we are implementing a new sales training initiative with corporate sales level trainers to teach the Five Star way at the community level. We believe that these initiatives and other ones we are undertaking and will help grow our occupancy.

Five Star's core senior living business continues to be profitable. 86% of total company revenues come from this business. 75% of this revenue is derived from our residents private pay sources, up from 71% last quarter. In the fourth quarter, our senior living business produced $70.8 million of EBITDA what we refer to as EBITDA excluding rents and G&A expenses. This is up from a $70.5 million of EBITDA reported last year. The two rehabilitation hospitals we operate in the Greater Boston Area, which account for only 8% of total revenues, generated $2.6 million of EBITDA during the quarter, which is almost $450,000 increase from the fourth quarter of 2010. Occupancy moved up to 55.3%, which is up 280 basis points from a year ago.

Our new traumatic brain injury unit continues to perform well, and is in a process of accreditation. Our low inpatient satellite unit will be moving to the brand-new location in March of this year. The institutional pharmacy operations, which make up less than 6% of total revenues, made $357,000 on an EBITDA basis during the quarter, which is a $171,000 increase from the fourth quarter of 2010.

At the end of December, our pharmacy serviced 238 communities in 12,424 residents. Given the apparent recovery in senior housing and a strong national demographics, it is clear that Five Star is a compelling story, although we experienced some headwinds in 2011 regarding government reimbursement cuts, we were still a global company, maintain financial profitability to the cyclical downturn and keep expenses in line.

Every influential growth point and occupancy greatly advantage of our bottom-line. Looking at our current valuations and taking in account of our strong balance sheet and private pay focus it is clear there is more value to unlock. With the market cap well below our book value it is clearly ways to go but so far in 2012 Five Stars has led the senior housing operating group to 27% total return as of Monday.

We will continue to operate in (inaudible) business and grow occupancy and rate to benefit both Five Star and our shareholders and we will reinvest capital into our communities to better service our residents.

At this point, I would give the call over to Paul Hoagland, our Chief Financial Officer.

Paul Hoagland

Thank you, Bruce and good morning everyone. Thank you for joining us today. During the fourth quarter, Senior Living revenues were approximately $274.7 million up 4.4% from last year. This increase was due primarily to the revenues from 13 communities we have acquired or leased since last year which contributed $12.4 million of revenues.

For the full-year our Senior Living business generated $1.1 billion in revenue, comparable community average daily rate decreased, 0.5% during the quarter, due primarily to the 11.1% Medicare rate cut that skilled nursing providers that went into effect October 1, 2011. However, for the full year comparable average daily rate increased 2.3%.

I would also like to point out that we earned management fee revenue for the fourth quarter of $515,000 and again $898,000 for the full year ended December 31. At year-end we were managing 23 communities and we estimate that our annual management fee revenue from these will be $4.8 million or $1.2 million a quarter. Senior Living wages and benefits in the fourth quarter were $137.4 million, a 4.6% increase from last year. $4.2 million of this increase was due to the 13 communities we acquired or leased since last year.

In total, Senior Living wages and benefits were 50% of senior living revenues an increase of 10 basis points over the previous year. Health insurance costs increased 40 basis points but were mostly offset by a 30 basis point improvement in increased labor productivity, additionally, our workers compensation expense was 10 basis points lower than the previous year and it's starting to show the effects of our renewed focus on it.

Other Senior Living operating expenses during the quarter were $66.5 million, an 8.5% increase from last year. And it represented 24.2% of senior living revenue; a 90 basis point increase from last year, the increase in other operating expenses was due to several factors, first an additional $3.2 million of expense from the 13 new communities we acquired during 2011, second, an increase of $1.7 million in both property and professional liability insurances. Please keep in mind that in the last quarter of 2010 there was approximately $1 million of non-recurring adjustments in credits made to both of those insurance categories.

A $650,000 increase in marketing costs, a $340,000 increase in provider fees and licenses. However, the operating expenses were down $2.1 million from last quarter, mostly due to the normal seasonality we typically experience in our utility expense. Our utility expenses was 80 basis points lower this quarter compared to last quarter and for the full year utility expense was reduced by 2.2 million or 20 basis points due to energy efficiency investments we made in better oversight.

I would like to take a moment to discuss the income tax valuation allowance that we've reported during the quarter because we have enjoyed continual and sustainable profitability over the last few years, the company's management and our auditors believes that the company will be able to utilize these tax assets. Therefore, we decreased our income tax valuation allowance by approximately $52 million in the quarter, going forward, our cash tax rate will still be approximately 10%, but our GAAP tax expense will be closer to 40%.

EBITDA will become an even important metric of measuring our performance. In addition, we reported an impairment charge of $3.5 million related to furniture and equipment that it's on our books within our least communities.

Turning to other ancillary businesses. Our two rehabilitation hospitals, generated $2.6 million of EBITDA during the quarter, which is a 21%, improvement over the last year. And for the full year, hospital EBITDA increased by 27.6% due to our investment in focus on the business. Total hospital revenues were $27 million up 3.7% compared to last year primarily due to a higher quality patient-case mix. Occupancy for the quarter was 55.3%, a 280 basis point improvement from last year.

Our institutional pharmacy operations generated $18.8 million of revenues during the quarter. Compared to last year, pharmacy revenues were down 3.7% due to an increase in the mix of generic scripts, but expenses were also down 4.6% to the same reason, which benefited us overall.

Resulting EBITDAM margins doubled to $357,000 for the quarter and improved 25.7% for the full-year. We service 12,424 beds at year-end. General and administrative expense during the quarter was $15.3 million, up 5.4% from last year, which represents 4.6% of total revenue.

Rent expense was $49.9 million for the quarter, up 5.2% compared to last year due mainly to the $1.9 million of additional rent from the six communities we began to lease during the year. However, as a percentage of total revenues, rent expense actually decreased by 40 basis points.

Income tax benefit as a result of the decrease of the deferred tax valuation allowance was a benefit of approximately $52 million during the quarter. Interest expense increased to $1.5 million due mainly of the interest we paid on $39 million of mortgage debt that we assumed with acquisitions made during the year. Depreciation and amortization increased to $6.3 million due mainly to acquisitions as well.

Now, we do our liquidity cash flows in selective balance sheet items. Cash flows used by operations and activities during the quarter was $2.6 million, which is typical for the seasonality of our company. However, for the full year, the company generated $44.4 million of operating cash flow. During the quarter, we repaid $10 million on our bridge loan from Senior Housing Properties Trust. We invested $16.6 million of capital into our existing communities and we sold $7.4 million of long-term capital improvements to Senior Housing.

For the full year of 2011, we invested a total of approximately $61 million into capital improvements and in conjunction sold back approximately $33 million of long-term improvements to Senior Housing.

At December 31, 2011 we had cash and cash equivalents of $28.4 million and our $35 million revolving credit facility was undrawn and remains so today. Consolidated EBITDA excluding certain items was $9 million during the quarter compared to $10.9 million last year. And for the full year, the company generated approximately $43 million of EBITDA. Our accounts receivable and management remained strong. As of December 31, the number of day sales outstanding for our consolidated operations was 18.7 days.

At the end of the quarter we had approximately $353 million of net property and equipment, which includes the 31 properties directly owned by Five Star, 27 of which are unencumbered debt. We had $37.3 million of convertible senior notes, $38.7 million of mortgage notes payable and $38 million of outstanding balance on our bridge loan from senior housing.

Even with the mortgage debt we assumed in 2011 with acquisitions, our leverage is a conservative 33% of book value and 21% of assets, which offers us much financial flexibility. We believe we are in compliance with all material terms of our credit note, mortgage and bridge loan agreement.

In closing, we saw independent and assisted living occupancy stabilize during 2011 and slowly increase over the last several quarters. Occupancy is 70 basis points of head of where it was as we ended the fourth quarter of 2011. Although the economic recovery still has a long way to go and we may still face more headwinds, with regards to healthcare changes at the government level it is countered balanced by the positive supply and demand demographics within the Senior Housing industry.

In addition, our mix of private pay revenues has increased as a result of our strategy and focus; there is no question than increasing occupancy is the main driver to growing our revenue and increasing our profitability.

As we discussed before, the 1% in occupancy generates an additional $10 million of revenue with the majority of it falling to the bottom line. For 2012, Five Star remains focused on managing expenses, operating its own company while working to grow its private pay business. We are a key trader in the Senior Housing space.

With that, we would like to open it up for questions for Bruce and I. Thank you very much.

Question-and-Answer Session


(Operator Instructions). Our first question will come from the line of Daniel Burnstein at Stifel. Please go ahead.

Unidentified Analyst

So this is Seth Cowan (ph) filling in for Dan. I'm just looking forward to 2012 may be some modeling insight in terms of your acquisition level. You mentioned that you might be selling some of your non-profitable skilled nursing assets and reinvesting it in Senior Housing, if I got that right, and see if you guys can give us any color on acquisitions for the year, maybe disposition as well. And furthermore second question is really just in terms of capital expenditures; do you expect it to be at same level as you guys keep on putting new money into assets to improve the quality?

Bruce Mackey

Sure. I think, I'll start and maybe Paul can back up. In terms of what we plan on selling if anything, I don't think it would really move the needle that much, every incremental little bit helps, but again, we get no material plan to sell anything significant that should really throw 2012 modeling into question or doubt.

In terms of the acquisition front, the pipeline is still – as we see stuff on a regular basis, there are few larger deals that are out there that we're looking at. And there is also a lot of one off that we take a look at; I probably get three or four deals a week, we have from most of what we see. But the stuff that does right at the top we have already closed one in 2012. We are looking at another one really close right now, not a large property.

So it's really tough to give guidance on acquisitions. We'd like to do a lot, I can tell you that but it's really finding the product that fit our profile is more important to us than signing out product private pay newer independent facility with a good management team in place in an area that we've got a good strength of operations. I think that's the important part of what we look at in acquisitions. Probably even heard about capital and on capital, we intend to spend approximately what we spent in the last two years. It will be somewhere in that $55 million $60 million range again keeping in mind that we are still regenerating our company from the standpoint of the change in the Medicare cut but again as this fourth quarter pretty much shows we've been able to back build most if not all of that, so with our EBITDA, remaining basically at its previous level in spite of the cut, it would appear as though at this point we'll keep at the same level.

Unidentified Analyst

And if I may, just one more follow up question on acquisitions. Are you seeing the deals coming across your desk more of a one off variety or portfolios of assets?

Paul Hoagland

I'd say right now it's more of a line of variety.


(Operator Instructions). Our next question will come from the line of Spencer Larson at Moors & Cabot. Please go ahead.

Spencer Larson - Moors & Cabot

Two questions. One is last year you had talked about your tax laws carry forwards. Could you give me an updated on how large they are. And the second question is, in your most recent investor presentation you talked about the two debt issues you have coming up, what are your plans to roll those over?

Paul Hoagland

Net operating losses as we finished the year at approximately $110 million that number obviously does not change with the release of the valuation allowance. So again that number doesn't change. Obviously it's fully our intent and in for that matter of prediction based on the fact that we have released the allowance then we will be able to consume those tax assets. And with regards to the upcoming repayments, we do have $37.3 million in convertible debt which is portable in 2013 and we have $38 million of bridge loan from senior housing which is due to be repaid by the end of June in 2012.


Anything further Mr. Larson?

Spencer Larson - Moors & Cabot

Yes, still how are you planning to repay the bridge loan to senior housing?

Paul Hoagland

I think if you look at our balance sheet right now Spencer we've got in the quarter $28 million. We had to pay $10 million off in the last fourth quarter. We can pay some of that cash generated from operations which we have done in the past. I also think we've got an uncapped loan right now that could cover almost the entire bridge loan. So that's not really an issue. And then I said in my prepared remarks that we are currently negotiating $150 million revolving credit facility backed by some of our communities. So I think we got planned loan and we can handle it.

Spencer Larson - Moors & Cabot

Basically. So with the tax loss carry forwards a year or two ago you are exploring the sale of the company on the entirety. So from a corporate strategic direction, my real question is given the disappointments of the stock price, the issuance of stock and then the subsequent collapse, and of course, we got cuts in Medicaid. Why would you be focusing it all on corporate expansion or acquisition of properties as opposed to something that would benefit shareholders like a corporate repurchase program?

Bruce Mackey

I think (inaudible) we will never explore and be able to cover, I think that's not correct, that relates us back in 2009, I think it was, and they got (inaudible) discussions at time. It was a fairly quick discussion, it looks fairly cross part. We're looking to grow the company. So we did acquire some properties in 2011, which we feel makes us a stronger company, but taking account for those government cuts and reimbursements, everything we've added, they will be talking about the 37 communities, two thirds of them were done with no capital outlay on Five Star.

So I think you'll look at us doing a mixture of both managing and leasing, and if it does prove right we'll look at acquisitions probably on our balance sheet. And I think we'll also take into consideration what you said. We're don't have a current stock buyback program in place, but if it makes sense in a long term for our shareholders we would take look at it. So not ruled out.


And we'll go next to the line of Mike Petusky at Noble Financial, please go ahead.

Mike Petusky - Noble Financial

I guess coupe of questions. Around the skilled nursing area I think I heard you guys say that from division standpoint you made some adjustments that you think will result in roughly in $0.5 million of savings. So I was just wondering at the facility level if you guys could provide maybe some specifics so something that you've been able to do that have mitigated a little bit of the cut you guys had to endure starting October 1?

Bruce Mackey

Sure. It hasn't been much yet but some of the things that we're looking at, we're looking at working with more technology in the facilities. One that we've actually had luck, I talked in my prepared remarks, we kept labor costs flat at 50% year-over-year, that in spite of the fact unfortunately our health insurance went up significantly during that timeframe costing us the exact amount. So we actually need to more efficiently this year than last year. It was just consumed a little bit by the increase in the health insurance.

I think the second thing we're looking at doing in areas is reinvesting some capital in less human facilities and converting some of our older units into more modern what we call rehab-to-home recovery units. We've seen some great success at some of our skilled nursing facilities both in fee therapies (ph) and standalones, where we've invested in capital, made them really high end and the places of choice where Medicare patients want to go for the equipped rehab and then go home.

And Paul and I were out touring two of our communities in California few weeks ago, and we've actually increased the Medicare centers significantly since opening up two of these units at these facilities. So I think that will go a long way as well.

Paul Hoagland

I think the other thing I would add to it, again, the Medicare rate cut of 11.1%, it is a mistake (ph) that certainly we didn't choose as you well know, but I do think that as we look at the fourth quarter and we look at our skilled nursings margin before rent, our margin was approximately 10.5% of revenues in Q4, and in Q3 it was 11.5%.

So again, it went down, but I do think we're doing everything we can between G&A changes and managing margins to mitigate the negative flow through on that reduction in revenue.

Bruce Mackey

And then the last think I said in my prepared remarks that we'll continue to look to grow the private bank against releasing in management, and it will make sense on our own balance sheet and that's gone a long way. Vi is great example of that. Five Star invested no capital in those nine communities the one-and-one at Vi, California and then Prattville, Alabama, that will add about $4 million of EBITDA to our bottom line, that's almost a quarter of what we saw from Medicare cuts and we did delve on top of that in 2011. That helped out going our way as well. So there are other things that we're doing in addition.

Mike Petusky - Noble Financial

I guess, switching gears in the institutional pharmacy area, on the care for America's proposed transaction shutdown by the FTC, I was just wondering if all the noise surrounding that since August has provided you guys any opportunity to pick up market share. Any other comments you might have on that?

Paul Hoagland

We've seen maybe a little bit but really not much in all honesty. We've grown; we've added several hundred customers since the last call. We got potential adds of hundred more in the next quarter, most of those coming from Five Star communities. We did a large one in our Nebraska Pharmacy. But for the most part we really haven't seen much noise out of that.


Will go next to the line of James Gibson at Punch & Associates. Please go ahead.

James Gibson - Punch & Associates

Hoping you could give an update on discontinued operations. I'm curious why that actually swung to $2.5 million profit this quarter? And it had been consistently unprofitable before and maybe you can provide an update as well on the sale of those properties, if you had any interest or offers on those?

Bruce Mackey

Good question, because certainly when you look at that positive number in discontinued operations it begs the question. And the only reason positive by the way is as we drop the reserve on tax valuation allowance we also had to carry that same adjustment through our discontinued operations. So without that adjustment we still would have had a negative quarter. Obviously we've got two properties, two skilled nursing facilities in there that are actively having discussions with people. We don't have anything firm yet, but again I think as Bruce alluded into in his prepared remarks, we are looking at the lower profitability skilled nursing and through selective reduction we'll continue to sell assets that make sense. We sold three in 2011, we have two in discontinued operations, and again, selectively we'll continue to look to make that happen.

Paul Hoagland

I think it's our goal for these two specific assets to make sure that they are moved out of our portfolio by the end of the year.

James Gibson - Punch & Associates

And in terms of acquisitions, I'm just curious in terms of a relationship with SNH, if you do a larger deal or even a one-off acquisition, how do you decide whether it goes on your balance sheet and you acquire it or you just become a manager and it goes on the SNH's balance sheet?

Bruce Mackey

Honestly, SNH might give a slightly different answer. From Five Star's point of view, I think the discussions go fairly well with SNH. We take a look at our portfolio of property. We think what makes Five Star will approach SNH and if we find them along us, by getting probably getting our own balance sheet to make us a stronger tenant. So they usually provide us a pretty good flexibility in terms of want to do. So I think the discussion really starts at Five Star and ends with SNH having the final say, but they usually agree with where we want to go.

James Gibson - Punch & Associates

Okay. And you mentioned that you're exploring a larger credit facility. I guess I interpret that to mean that would be a primary source of funds for acquisition. Would you rule out doing an additional equity raise, similar to one last year to fund acquisitions or is that still on the table as well.

Bruce Mackey

Given our current share price at these level I would say, it's ruled out. We'll never say never but I think we (inaudible) equity where our stock is right now, we know we'll do a good job probably getting us back up.

James Gibson - Punch & Associates

Right, last year's one didn't work out too well in terms of the stock price.


Thank you. And there are no further questions in queue at this time. I'll turn it back to Mr. Mackey.

Bruce Mackey

Great, thank you, and thank you all for joining us today. We look forward to updating you on our 2012 first quarter results in the spring. Have a great day.


Thank you. And ladies and gentlemen, that does conclude your conference call today. Thank you for your participation and for using the AT&T Executive Teleconference Service. You may now disconnect.

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