|
|
|
Georgia
|
|
001-33135
|
|
31-1332119
|
(State or Other Jurisdiction of
Incorporation) |
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.) |
|
|
1145 Hembree Road
Roswell, Georgia 30076
|
|
|
(Address of Principal Executive Offices)
|
||||
|
|
|
|
|
|
|
|
¨
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
¨
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
¨
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
¨
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
|
|
Item 2.01
|
Completion of Acquisition or Disposition of Assets
|
•
|
River Valley Health and Rehabilitation Center, a 129-bed skilled nursing facility located in Fort Smith, Arkansas.
|
Item 9.01
|
Financial Statements and Exhibits
|
(b)
|
Pro Forma Financial Information. Unaudited pro forma condensed consolidated financial statements of the Company to give effect to the Cumulative Subleases and sale of Companions filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
|
•
|
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2015
|
•
|
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 2015
|
•
|
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2014
|
99.1
|
Unaudited Pro Forma Condensed Consolidated Financial Statements of AdCare Health Systems, Inc. as of June 30, 2015, for the six months ended June 30, 2015, and for the year ended December 31, 2014.
|
99.2
|
Sublease Agreement, dated July 17, 2015, by and among Valley River Property Holdings, LLC, Valley River Nursing, LLC and Highlands of Fort Smith, LLC (incorporated by reference to
|
99.3
|
First Amendment to Sublease Agreement, dated October 6, 2015, by and among Valley River Property Holdings, LLC, Valley River Nursing, LLC and Highlands of Fort Smith, LLC.
|
99.4
|
Asset Purchase Agreement, dated March 17, 2015, by and between CSCC Property Holdings, LLC, and Gracewood Manor, LLC (incorporated by reference to Exhibit 10.401 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014).
|
99.5
|
First Amendment to Asset Purchase Agreement, dated May 19, 2015, by and between CSCC Property Holdings, LLC, and Gracewood Manor, LLC (incorporated by reference to Exhibit 2.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).
|
99.6
|
Second Amendment to Asset Purchase Agreement, dated September 30, 2015, by and between CSCC Property Holdings, LLC, and Gracewood Manor, LLC.
|
Date: November 3, 2015
|
ADCARE HEALTH SYSTEMS, INC.
|
||
|
|
|
|
|
|
|
|
|
|
/s/ Allan J. Rimland
|
|
|
|
Allan J. Rimland
|
|
|
|
President and Chief Financial Officer
|
Exhibit No.
|
|
Exhibit Description
|
|
Method of Filing
|
|
|
|
|
|
99.1
|
|
Unaudited Pro Forma Condensed Consolidated Financial Statements of AdCare Health Systems, Inc. as of June 30, 2015, for the six months ended June 30, 2015, and for the year ended December 31, 2014
|
|
Filed herewith
|
|
|
|
|
|
99.2
|
|
Sublease Agreement, dated July 17, 2015, by and among Valley River Property Holdings, LLC, Valley River Nursing, LLC and Highlands of Fort Smith, LLC
|
|
Incorporated by reference to Exhibit 10.109 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015
|
|
|
|
|
|
99.3
|
|
First Amendment to Sublease Agreement, dated October 6, 2015, by and among Valley River Property Holdings, LLC, Valley River Nursing, LLC and Highlands of Fort Smith, LLC
|
|
Filed herewith
|
|
|
|
|
|
99.4
|
|
Asset Purchase Agreement, dated March 17, 2015, by and between CSCC Property Holdings, LLC, and Gracewood Manor, LLC
|
|
Incorporated by reference to Exhibit 10.401 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014
|
|
|
|
|
|
99.5
|
|
First Amendment to Asset Purchase Agreement, dated May 19, 2015, by and between CSCC Property Holdings, LLC, and Gracewood Manor, LLC
|
|
Incorporated by reference to Exhibit 2.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015
|
|
|
|
|
|
99.6
|
|
Second Amendment to Asset Purchase Agreement, dated September 30, 2015, by and between CSCC Property Holdings, LLC, and Gracewood Manor, LLC.
|
|
Filed herewith
|
|
|
|
|
|
•
|
River Valley Health and Rehabilitation Center, a 129-bed skilled nursing facility located in Fort Smith, Arkansas.
|
|
|
|
|
Unaudited
|
|
|
Pro Forma
|
|||||||
|
|
|
|
June 30, 2015
|
|
Adjustments
|
June 30, 2015
|
|||||||
|
|
|
ASSETS
|
|
|
|
|
|
||||||
Current Assets:
|
|
|
|
|
|
|||||||||
|
Cash and cash equivalents
|
$
|
15,340
|
|
|
$
|
482
|
|
(1) (2) (3) (4) (6)
|
$
|
15,822
|
|
||
|
Restricted cash and investments
|
8,354
|
|
|
—
|
|
|
8,354
|
|
|||||
|
Accounts receivable, net
|
16,654
|
|
|
—
|
|
|
16,654
|
|
|||||
|
Prepaid expenses and other
|
3,327
|
|
|
56
|
|
(2)
|
3,383
|
|
|||||
|
Deferred tax asset
|
569
|
|
|
—
|
|
|
569
|
|
|||||
|
Assets of disposal group held for sale
|
10,242
|
|
|
(5,430
|
)
|
(6)
|
4,812
|
|
|||||
|
Assets of variable interest entity held for sale
|
5,894
|
|
|
—
|
|
|
5,894
|
|
|||||
|
|
|
Total current assets
|
60,380
|
|
|
(4,892
|
)
|
|
55,488
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Restricted cash and investments
|
6,009
|
|
|
—
|
|
|
6,009
|
|
||||||
Property and equipment, net
|
128,693
|
|
|
—
|
|
|
128,693
|
|
||||||
Intangible assets, net
|
6,225
|
|
|
—
|
|
|
6,225
|
|
||||||
Goodwill
|
4,224
|
|
|
—
|
|
|
4,224
|
|
||||||
Lease Deposits
|
1,816
|
|
|
—
|
|
|
1,816
|
|
||||||
Deferred loan costs, net
|
3,491
|
|
|
—
|
|
|
3,491
|
|
||||||
Other assets
|
2,286
|
|
|
347
|
|
(2)
|
2,633
|
|
||||||
|
|
|
Total assets
|
$
|
213,124
|
|
|
$
|
(4,545
|
)
|
|
$
|
208,579
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||||||
Current Liabilities:
|
|
|
|
|
|
|||||||||
|
Current portion of notes payable and other debt
|
$
|
12,283
|
|
|
$
|
—
|
|
|
$
|
12,283
|
|
||
|
Accounts payable and accrued expenses
|
24,498
|
|
|
(416
|
)
|
(3)
|
24,082
|
|
|||||
|
Liabilities of disposal group held for sale
|
9,398
|
|
|
(5,000
|
)
|
(6)
|
4,398
|
|
|||||
|
Liabilities of variable interest entity held for sale
|
5,870
|
|
|
—
|
|
|
5,870
|
|
|||||
|
|
|
Total current liabilities
|
52,049
|
|
|
(5,416
|
)
|
|
46,633
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Notes payable and other debt
|
118,739
|
|
|
—
|
|
|
118,739
|
|
||||||
Other liabilities and security deposits
|
2,947
|
|
|
465
|
|
(4)
|
3,412
|
|
||||||
Deferred tax liability
|
605
|
|
|
—
|
|
|
605
|
|
||||||
|
|
|
Total liabilities
|
174,340
|
|
|
(4,951
|
)
|
|
169,389
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Preferred stock
|
47,950
|
|
|
—
|
|
|
47,950
|
|
||||||
Stockholders' equity:
|
|
|
|
|
|
|||||||||
|
Common stock and additional paid-in-capital
|
62,036
|
|
|
—
|
|
|
62,036
|
|
|||||
|
Accumulated deficit
|
(68,262
|
)
|
|
406
|
|
(5) (6)
|
(67,856
|
)
|
|||||
|
|
|
Total stockholders' equity
|
(6,226
|
)
|
|
406
|
|
|
(5,820
|
)
|
|||
Noncontrolling interest in subsidiary
|
(2,940
|
)
|
|
—
|
|
|
(2,940
|
)
|
||||||
|
|
|
Total equity
|
(9,166
|
)
|
|
406
|
|
|
(8,760
|
)
|
|||
|
|
|
Total liabilities and equity
|
$
|
213,124
|
|
|
$
|
(4,545
|
)
|
|
$
|
208,579
|
|
|
|
|
|
Unaudited
|
|
|
Pro Forma
|
|||||||
|
|
|
|
Six Months Ended
|
|
|
|
Six Months Ended
|
||||||
|
|
|
|
June 30, 2015
|
|
Adjustments
|
June 30, 2015
|
|||||||
|
|
|
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||||
Patient care revenues
|
|
$
|
38,088
|
|
|
$
|
(22,231
|
)
|
(1)
|
$
|
15,857
|
|
||
Management revenues
|
|
474
|
|
|
—
|
|
|
474
|
|
|||||
Rental revenues
|
|
5,545
|
|
|
7,042
|
|
(2)
|
12,587
|
|
|||||
|
Total revenues
|
|
44,107
|
|
|
(15,189
|
)
|
|
28,918
|
|
||||
|
|
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
||||||||
Cost of services
|
|
33,822
|
|
|
(18,446
|
)
|
(1)
|
15,376
|
|
|||||
General and administrative expenses
|
|
5,683
|
|
|
(1,903
|
)
|
(3)
|
3,780
|
|
|||||
Facility rent expense
|
|
3,021
|
|
|
—
|
|
|
3,021
|
|
|||||
Depreciation and amortization
|
|
3,473
|
|
|
—
|
|
|
3,473
|
|
|||||
Salary retirement and continuation costs
|
|
(47
|
)
|
|
—
|
|
|
(47
|
)
|
|||||
|
Total expenses
|
|
45,952
|
|
|
(20,349
|
)
|
|
25,603
|
|
||||
Income (Loss) from Operations
|
|
(1,845
|
)
|
|
5,160
|
|
|
3,315
|
|
|||||
|
|
|
|
|
|
|
|
|
||||||
Other Income (Expense):
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
|
(4,769
|
)
|
|
137
|
|
(4) (5)
|
(4,632
|
)
|
|||||
Loss on extinguishment of debt
|
|
(680
|
)
|
|
—
|
|
|
(680
|
)
|
|||||
Other expense
|
|
(480
|
)
|
|
—
|
|
|
(480
|
)
|
|||||
|
Total other expense, net
|
|
(5,929
|
)
|
|
137
|
|
|
(5,792
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||
Loss from Continuing Operations Before Income Taxes
|
|
(7,774
|
)
|
|
5,297
|
|
|
(2,477
|
)
|
|||||
Income tax expense
|
|
(20
|
)
|
|
—
|
|
|
(20
|
)
|
|||||
Loss from Continuing Operations
|
|
$
|
(7,794
|
)
|
|
$
|
5,297
|
|
|
$
|
(2,497
|
)
|
||
|
|
|
|
|
|
|
|
|
||||||
Net Loss per Share attributable to AdCare
|
|
|
|
|
|
|
||||||||
|
Health Systems, Inc. Common Stockholders-Basic:
|
|
|
|
|
|
|
|||||||
|
|
Continuing Operations
|
|
$
|
(0.40
|
)
|
|
|
|
$
|
(0.13
|
)
|
||
|
|
|
|
|
|
|
|
|
||||||
Net Loss per Share attributable to AdCare
|
|
|
|
|
|
|
||||||||
|
Health Systems, Inc. Common Stockholders-Diluted:
|
|
|
|
|
|
|
|||||||
|
|
Continuing Operations
|
|
$
|
(0.40
|
)
|
|
|
|
$
|
(0.13
|
)
|
||
|
|
|
|
|
|
|
|
|
||||||
Weighted Average Shares Outstanding:
|
|
|
|
|
|
|
||||||||
|
|
Basic
|
|
19,499
|
|
|
|
|
19,499
|
|
||||
|
|
Diluted
|
|
19,499
|
|
|
|
|
19,499
|
|
(3)
|
Eliminate management's estimated general and administrative expense related to the Cumulative Subleases
|
|
|
|
|
Audited
|
|
|
Pro Forma
|
|||||||
|
|
|
|
For the Year Ended
|
|
|
|
For the Year Ended
|
||||||
|
|
|
|
December 31, 2014
|
|
Adjustments
|
December 31, 2014
|
|||||||
|
|
|
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||||
Patient care revenues
|
|
$
|
189,989
|
|
|
$
|
(153,412
|
)
|
(1)
|
$
|
36,577
|
|
||
Management revenues
|
|
1,493
|
|
|
—
|
|
|
1,493
|
|
|||||
Rental revenues
|
|
1,832
|
|
|
19,610
|
|
(2)
|
21,442
|
|
|||||
|
Total revenues
|
|
193,314
|
|
|
(133,802
|
)
|
|
59,512
|
|
||||
|
|
|
|
|
|
|
|
|
||||||
Expenses:
|
|
|
|
|
|
|
||||||||
Cost of services
|
|
159,434
|
|
|
(127,697
|
)
|
(1)
|
31,737
|
|
|||||
General and administrative expenses
|
|
15,541
|
|
|
(5,349
|
)
|
(3)
|
10,192
|
|
|||||
Facility rent expense
|
|
7,080
|
|
|
—
|
|
|
7,080
|
|
|||||
Depreciation and amortization
|
|
7,300
|
|
|
—
|
|
|
7,300
|
|
|||||
Salary retirement and continuation costs
|
|
2,636
|
|
|
—
|
|
|
2,636
|
|
|||||
|
Total expenses
|
|
191,991
|
|
|
(133,046
|
)
|
|
58,945
|
|
||||
Income (Loss) from Operations
|
|
1,323
|
|
|
(756
|
)
|
|
567
|
|
|||||
|
|
|
|
|
|
|
|
|
||||||
Other Income (Expense):
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
|
(10,780
|
)
|
|
428
|
|
(4) (5)
|
(10,352
|
)
|
|||||
Acquisition costs, net of gains
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Loss on extinguishment of debt
|
|
(1,803
|
)
|
|
—
|
|
|
(1,803
|
)
|
|||||
Loss on legal settlement
|
|
(600
|
)
|
|
—
|
|
|
(600
|
)
|
|||||
Loss on disposal of assets
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|||||
Other expense
|
|
(888
|
)
|
|
—
|
|
|
(888
|
)
|
|||||
|
Total other expense, net
|
|
(14,086
|
)
|
|
428
|
|
|
(13,658
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||
Loss from Continuing Operations Before Income Taxes
|
|
(12,763
|
)
|
|
(328
|
)
|
|
(13,091
|
)
|
|||||
Income tax expense
|
|
(132
|
)
|
|
—
|
|
|
(132
|
)
|
|||||
Loss from Continuing Operations
|
|
$
|
(12,895
|
)
|
|
$
|
(328
|
)
|
|
$
|
(13,223
|
)
|
||
|
|
|
|
|
|
|
|
|
||||||
Net Loss per Share attributable to AdCare
|
|
|
|
|
|
|
||||||||
|
Health Systems, Inc. Common Stockholders-Basic:
|
|
|
|
|
|
|
|||||||
|
|
Continuing Operations
|
|
$
|
(0.72
|
)
|
|
|
|
$
|
(0.74
|
)
|
||
|
|
|
|
|
|
|
|
|
||||||
Net Loss per Share attributable to AdCare
|
|
|
|
|
|
|
||||||||
|
Health Systems, Inc. Common Stockholders-Diluted:
|
|
|
|
|
|
|
|||||||
|
|
Continuing Operations
|
|
$
|
(0.72
|
)
|
|
|
|
$
|
(0.74
|
)
|
||
|
|
|
|
|
|
|
|
|
||||||
Weighted Average Shares Outstanding:
|
|
|
|
|
|
|
||||||||
|
|
Basic
|
|
17,930
|
|
|
|
|
17,930
|
|
||||
|
|
Diluted
|
|
17,930
|
|
|
|
|
17,930
|
|
(3)
|
Eliminate management's estimated general and administrative expense related to the Cumulative Subleases
|
a.
|
Section 1
of the Lease is hereby deleted in its entirety and the following is inserted in lieu thereof:
|
b.
|
Section 2.1(b)
of the Lease is hereby amended by changing the date “September 1, 2015” to “November 1, 2015”.
|
c.
|
Section 2.2(b)
of the Lease is hereby amended by changing the date “September 1, 2015” to “November 1, 2015”.
|
d.
|
Section 2.3
of the Lease is hereby amended by changing the date “August 31, 2015” to “October 31, 2015” in both places in which such date appears.
|
e.
|
Section 3.
1 is hereby deleted in its entirety and the following is inserted in lieu thereof:
|
(a)
|
Lease Year One
. During the Lease Year One, Base Rent shall be equal to Forty Thousand and 00/100 Dollars ($40,000.00) per month.
|
(b)
|
Lease Year Two
. During Lease Year Two, Base Rent shall be equal to Fifty Thousand and 00/100 Dollars ($50,000.00) per month.
|
(c)
|
Lease Year Three
. During Lease Year Three, Base Rent shall be equal to one-hundred two percent (102%) of the Base Rent paid for the immediately preceding Lease Year.
|
(d)
|
Lease Years 4 through 6
. During Lease Years 4, 5 and 6, Base Rent shall be equal to one-hundred three percent (103%) of the Base Rent paid for the immediately preceding Lease Year.
|
(e)
|
Lease Years 7 through 15
. During Lease Years 7 through 15, Base Rent shall be equal to one-hundred three and one-half percent (103.5%) of the Base Rent paid for the immediately preceding Lease Year.
|
f.
|
Section 3.2
of the Lease is hereby deleted in its entirety.
|
g.
|
Section 3.6
of the Lease is hereby deleted in its entirety.
|
h.
|
Section 4
of the Lease is amended by deleting the first sentence thereof in its entirety and by substituting the following in lieu thereof:
|
i.
|
Section 7
of the Lease is hereby amended by deleting the last paragraph thereof in its entirety.
|
j.
|
Section 13(i)
of the Lease is hereby deleted in its entirety and the following is inserted in lieu thereof:
|
k.
|
The Lease is further amended by adding new Section 32 at the end thereof as follows:
|
|
PRIME LANDLORD
:
|
|||
|
|
|
||
|
VALLEY RIVER PROPERTY HOLDINGS, LLC,
|
|||
|
a Georgia limited liability company
|
|||
|
|
|
||
|
By:
|
/s/ William McBride
|
||
|
Name:
|
William McBride
|
||
|
Title:
|
Manager
|
||
|
|
|
||
|
LANDLORD:
|
|||
|
|
|
||
|
VALLEY RIVER NURSING, LLC,
|
|||
|
a Georgia limited liability company
|
|||
|
|
|
||
|
By:
|
/s/ William McBride
|
||
|
Name:
|
William McBride
|
||
|
Title:
|
Manager
|
||
|
|
|
||
|
TENANT:
|
|||
|
|
|
||
|
HIGHLANDS OF FORT SMITH, LLC,
|
|||
|
a Delaware limited liability company
|
|||
|
|
|
||
|
By:
|
/s/ R. Denny Barnett
|
||
|
Name:
|
R. Denny Barnett
|
||
|
Title:
|
Chief Manager
|
||
|
|
|
||
|
|
|
|
SELLER
:
|
|||
|
|
|
|
|
|
CSCC PROPERTY HOLDINGS, LLC,
|
|||
|
a Georgia limited liability company
|
|||
|
|
|
||
|
By:
|
/s/ William McBride, III
|
||
|
Name:
|
William McBride, III
|
||
|
Title:
|
Manager
|
||
|
|
|
|
|
|
|
|
|
|
|
PURCHASER:
|
|||
|
|
|
|
|
|
GRACEWOOD MANOR, LLC,
|
|||
|
an Oklahoma limited liability company
|
|||
|
|
|
|
|
|
By:
|
/s/ Bradford Montgomery
|
||
|
Name:
|
Bradford Montgomery
|
||
|
Title:
|
Manager
|
||
|
|
|
|
|