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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Adcare Health Systems (GA) (delisted) | AMEX:ADK | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.91 | 0 | 01:00:00 |
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Georgia
|
|
31-1332119
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(State or other jurisdiction
of incorporation)
|
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(I.R.S. Employer Identification Number)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
x
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(Do not check if a smaller reporting company)
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Page
Number
|
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June 30,
2016 |
|
December 31,
2015 |
||||
|
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
3,249
|
|
|
$
|
2,720
|
|
Restricted cash
|
|
1,443
|
|
|
9,169
|
|
||
Accounts receivable, net of allowance of $10,700 and $12,487
|
|
3,994
|
|
|
8,805
|
|
||
Prepaid expenses and other
|
|
1,817
|
|
|
3,214
|
|
||
Assets of disposal group held for sale
|
|
49,353
|
|
|
1,249
|
|
||
Total current assets
|
|
59,856
|
|
|
25,157
|
|
||
Restricted cash and investments
|
|
3,535
|
|
|
3,558
|
|
||
Property and equipment, net
|
|
79,617
|
|
|
126,676
|
|
||
Intangible assets - bed licenses
|
|
2,471
|
|
|
2,471
|
|
||
Intangible assets - lease rights, net
|
|
3,087
|
|
|
3,420
|
|
||
Goodwill
|
|
2,105
|
|
|
4,183
|
|
||
Lease deposits
|
|
1,411
|
|
|
1,812
|
|
||
Other assets
|
|
3,352
|
|
|
1,996
|
|
||
Total assets
|
|
$
|
155,434
|
|
|
$
|
169,273
|
|
LIABILITIES AND DEFICIT
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Current portion of notes payable and other debt
|
|
$
|
19,306
|
|
|
$
|
50,960
|
|
Current portion of convertible debt
|
|
7,700
|
|
|
—
|
|
||
Accounts payable
|
|
4,340
|
|
|
8,741
|
|
||
Accrued expenses and other
|
|
5,329
|
|
|
3,125
|
|
||
Liabilities of disposal group held for sale
|
|
32,160
|
|
|
958
|
|
||
Total current liabilities
|
|
68,835
|
|
|
63,784
|
|
||
Notes payable and other debt, net of current portion:
|
|
|
|
|
|
|
||
Senior debt, net
|
|
48,614
|
|
|
54,742
|
|
||
Bonds, net
|
|
6,547
|
|
|
6,600
|
|
||
Convertible debt, net
|
|
1,352
|
|
|
8,968
|
|
||
Other debt, net
|
|
295
|
|
|
531
|
|
||
Other liabilities
|
|
4,078
|
|
|
3,380
|
|
||
Deferred tax liability
|
|
389
|
|
|
389
|
|
||
Total liabilities
|
|
130,110
|
|
|
138,394
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
||||
Preferred stock, no par value; 5,000 shares authorized; 2,657 and 2,427 shares issued and outstanding, redemption amount $66,426 and $60,273 at June 30, 2016 and December 31, 2015, respectively
|
|
59,261
|
|
|
54,714
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
|
||
Common stock and additional paid-in capital, no par value; 55,000 shares authorized; 19,907 and 19,861 issued and outstanding at June 30, 2016 and December 31, 2015, respectively
|
|
61,366
|
|
|
60,958
|
|
||
Accumulated deficit
|
|
(95,303
|
)
|
|
(84,793
|
)
|
||
Total stockholders’ deficit
|
|
(33,937
|
)
|
|
(23,835
|
)
|
||
Total liabilities and stockholders' deficit
|
|
$
|
155,434
|
|
|
$
|
169,273
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental revenues
|
|
$
|
6,890
|
|
|
$
|
4,156
|
|
|
$
|
13,739
|
|
|
$
|
5,496
|
|
Management fee and other revenues
|
|
274
|
|
|
305
|
|
|
507
|
|
|
523
|
|
||||
Total revenues
|
|
7,164
|
|
|
4,461
|
|
|
14,246
|
|
|
6,019
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Facility rent expense
|
|
2,168
|
|
|
1,329
|
|
|
4,347
|
|
|
1,816
|
|
||||
Depreciation and amortization
|
|
1,339
|
|
|
1,798
|
|
|
3,052
|
|
|
3,473
|
|
||||
General and administrative expense
|
|
2,135
|
|
|
2,569
|
|
|
4,677
|
|
|
5,900
|
|
||||
Other operating expenses
|
|
969
|
|
|
119
|
|
|
1,172
|
|
|
221
|
|
||||
Total expenses
|
|
6,611
|
|
|
5,815
|
|
|
13,248
|
|
|
11,410
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from operations
|
|
553
|
|
|
(1,354
|
)
|
|
998
|
|
|
(5,391
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net
|
|
1,751
|
|
|
2,279
|
|
|
3,576
|
|
|
4,769
|
|
||||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
680
|
|
||||
Other expense
|
|
9
|
|
|
193
|
|
|
51
|
|
|
481
|
|
||||
Total other expense, net
|
|
1,760
|
|
|
2,472
|
|
|
3,627
|
|
|
5,930
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations before income taxes
|
|
(1,207
|
)
|
|
(3,826
|
)
|
|
(2,629
|
)
|
|
(11,321
|
)
|
||||
Income tax expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
||||
Loss from continuing operations
|
|
(1,207
|
)
|
|
(3,826
|
)
|
|
(2,629
|
)
|
|
(11,341
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from discontinued operations, net of tax
|
|
(3,775
|
)
|
|
(1,537
|
)
|
|
(4,303
|
)
|
|
729
|
|
||||
Net loss
|
|
(4,982
|
)
|
|
(5,363
|
)
|
|
(6,932
|
)
|
|
(10,612
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to noncontrolling interests
|
|
—
|
|
|
270
|
|
|
—
|
|
|
500
|
|
||||
Net loss attributable to AdCare Health Systems, Inc.
|
|
(4,982
|
)
|
|
(5,093
|
)
|
|
(6,932
|
)
|
|
(10,112
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Preferred stock dividends
|
|
(1,801
|
)
|
|
(1,437
|
)
|
|
(3,578
|
)
|
|
(2,083
|
)
|
||||
Net loss attributable to AdCare Health Systems, Inc. Common Stockholders
|
|
$
|
(6,783
|
)
|
|
$
|
(6,530
|
)
|
|
$
|
(10,510
|
)
|
|
$
|
(12,195
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net loss (income) per share of common stock attributable to AdCare Health Systems, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Continuing operations
|
|
$
|
(0.15
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
(0.69
|
)
|
Discontinued operations
|
|
(0.19
|
)
|
|
(0.06
|
)
|
|
(0.22
|
)
|
|
0.06
|
|
||||
|
|
$
|
(0.34
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.53
|
)
|
|
$
|
(0.63
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares of common stock outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted
|
|
19,907
|
|
|
19,775
|
|
|
19,896
|
|
|
19,499
|
|
|
|
Shares of Common Stock
|
|
Common Stock and Additional
Paid-in Capital |
|
Accumulated
Deficit |
|
Total
|
|||||||
Balances, December 31, 2015
|
|
19,861
|
|
|
$
|
60,958
|
|
|
$
|
(84,793
|
)
|
|
$
|
(23,835
|
)
|
|
|
|
|
|
|
|
|
|
|||||||
Stock-based compensation
|
|
—
|
|
|
720
|
|
|
—
|
|
|
720
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Common stock repurchase program
|
|
(150
|
)
|
|
(312
|
)
|
|
—
|
|
|
(312
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Issuance of restricted stock
|
|
196
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Preferred stock dividends
|
|
—
|
|
|
—
|
|
|
(3,578
|
)
|
|
(3,578
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Net loss
|
|
—
|
|
|
—
|
|
|
(6,932
|
)
|
|
(6,932
|
)
|
|||
Balances, June 30, 2016
|
|
19,907
|
|
|
$
|
61,366
|
|
|
$
|
(95,303
|
)
|
|
$
|
(33,937
|
)
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
|||
Net loss
|
|
$
|
(6,932
|
)
|
|
$
|
(10,612
|
)
|
(Income) loss from discontinued operations, net of tax
|
|
4,303
|
|
|
(729
|
)
|
||
Loss from continuing operations
|
|
(2,629
|
)
|
|
(11,341
|
)
|
||
Adjustments to reconcile loss from continuing operations to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
3,052
|
|
|
3,473
|
|
||
Stock-based compensation expense
|
|
720
|
|
|
432
|
|
||
Rent expense in excess of cash paid
|
|
409
|
|
|
76
|
|
||
Rent revenue in excess of cash received
|
|
(1,344
|
)
|
|
(274
|
)
|
||
Amortization of deferred financing costs
|
|
433
|
|
|
753
|
|
||
Amortization of debt discounts and premiums
|
|
7
|
|
|
7
|
|
||
Loss on debt extinguishment
|
|
—
|
|
|
680
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(244
|
)
|
|
(279
|
)
|
||
Prepaid expenses and other
|
|
1,251
|
|
|
(107
|
)
|
||
Other assets
|
|
30
|
|
|
(1,850
|
)
|
||
Accounts payable and accrued expenses
|
|
(16
|
)
|
|
(1,493
|
)
|
||
Other liabilities
|
|
620
|
|
|
741
|
|
||
Net cash provided (used in) by operating activities - continuing operations
|
|
2,289
|
|
|
(9,182
|
)
|
||
Net cash (used in) provided by operating activities - discontinued operations
|
|
(2,252
|
)
|
|
505
|
|
||
Net cash provided by (used in) operating activities
|
|
37
|
|
|
(8,677
|
)
|
||
|
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
||
Change in restricted cash
|
|
4,774
|
|
|
(5,586
|
)
|
||
Purchase of property and equipment
|
|
(44
|
)
|
|
(722
|
)
|
||
Proceeds from the sale of property and equipment
|
|
1,372
|
|
|
—
|
|
||
Earnest deposit
|
|
1,000
|
|
|
—
|
|
||
Net cash provided by (used in) investing activities - continuing operations
|
|
7,102
|
|
|
(6,308
|
)
|
||
Net cash (used in) investing activities - discontinued operations
|
|
(1
|
)
|
|
(8
|
)
|
||
Net cash provided by (used in) investing activities
|
|
7,101
|
|
|
(6,316
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||
Proceeds from senior debt
|
|
203
|
|
|
22,730
|
|
||
Proceeds from convertible debt
|
|
—
|
|
|
2,049
|
|
||
Repayment of notes payable
|
|
(6,646
|
)
|
|
(22,757
|
)
|
||
Repayment on bonds payable
|
|
(85
|
)
|
|
—
|
|
||
Repayment on convertible debt
|
|
—
|
|
|
(2,367
|
)
|
||
Proceeds from lines of credit
|
|
—
|
|
|
20,780
|
|
||
Repayment of lines of credit
|
|
—
|
|
|
(25,874
|
)
|
||
Debt issuance costs
|
|
(67
|
)
|
|
(830
|
)
|
||
Exercise of warrants and options
|
|
—
|
|
|
1,791
|
|
||
Proceeds from preferred stock issuances, net
|
|
4,547
|
|
|
27,558
|
|
||
Dividends paid on common stock
|
|
(312
|
)
|
|
(990
|
)
|
||
Dividends paid on preferred stock
|
|
(3,578
|
)
|
|
(2,083
|
)
|
||
Net cash (used in) provided by financing activities - continuing operations
|
|
(5,938
|
)
|
|
20,007
|
|
||
Net cash (used in) financing activities - discontinued operations
|
|
(671
|
)
|
|
(409
|
)
|
||
Net cash (used in) provided by financing activities
|
|
(6,609
|
)
|
|
19,598
|
|
||
Net change in cash and cash equivalents
|
|
529
|
|
|
4,605
|
|
||
Cash and cash equivalents, beginning
|
|
2,720
|
|
|
10,735
|
|
||
Cash and cash equivalents, ending
|
|
$
|
3,249
|
|
|
$
|
15,340
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(Amounts in 000’s, except per share data)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations
|
|
$
|
(1,207
|
)
|
|
$
|
(3,826
|
)
|
|
$
|
(2,629
|
)
|
|
$
|
(11,341
|
)
|
Preferred stock dividends
|
|
(1,801
|
)
|
|
(1,437
|
)
|
|
(3,578
|
)
|
|
(2,083
|
)
|
||||
Basic and diluted Loss from continuing operations
|
|
(3,008
|
)
|
|
(5,263
|
)
|
|
(6,207
|
)
|
|
(13,424
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
(Loss) income from discontinued operations
|
|
(3,775
|
)
|
|
(1,537
|
)
|
|
(4,303
|
)
|
|
729
|
|
||||
Net loss attributable to noncontrolling interests
|
|
—
|
|
|
270
|
|
|
—
|
|
|
500
|
|
||||
Basic and diluted (loss) income from discontinued operations
|
|
(3,775
|
)
|
|
(1,267
|
)
|
|
(4,303
|
)
|
|
1,229
|
|
||||
Basic and diluted loss from continuing operations attributable to AdCare Health Systems, Inc common stockholders
|
|
$
|
(6,783
|
)
|
|
$
|
(6,530
|
)
|
|
$
|
(10,510
|
)
|
|
$
|
(12,195
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share - weighted average shares
|
|
19,907
|
|
|
19,775
|
|
|
19,896
|
|
|
19,499
|
|
||||
Diluted earnings per share—adjusted weighted average shares
(a)
|
|
19,907
|
|
|
19,775
|
|
|
19,896
|
|
|
19,499
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted (loss) earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Loss from continuing operations attributable to AdCare
|
|
$
|
(0.15
|
)
|
|
$
|
(0.27
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
(0.69
|
)
|
(Loss) income from discontinuing operations
|
|
(0.19
|
)
|
|
(0.06
|
)
|
|
(0.22
|
)
|
|
0.06
|
|
||||
Loss attributable to to AdCare Health Systems, Inc. common stockholders
|
|
$
|
(0.34
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.53
|
)
|
|
$
|
(0.63
|
)
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
||||
(Share amounts in 000’s)
|
|
2016
|
|
2015
|
||
Stock options
|
|
355
|
|
|
774
|
|
Warrants - employee
|
|
1,887
|
|
|
1,887
|
|
Warrants - non employee
|
|
109
|
|
|
585
|
|
Convertible notes
|
|
2,165
|
|
|
3,319
|
|
Total anti-dilutive securities
|
|
4,516
|
|
|
6,565
|
|
(Amounts in 000’s)
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Cash collateral and certificates of deposit
|
|
$
|
222
|
|
|
$
|
7,687
|
|
Replacement reserves
|
|
665
|
|
|
950
|
|
||
Escrow deposits
|
|
556
|
|
|
532
|
|
||
Total current portion
|
|
1,443
|
|
|
9,169
|
|
||
|
|
|
|
|
||||
Restricted investments for other debt obligations
|
|
2,263
|
|
|
2,264
|
|
||
HUD replacement reserves
|
|
1,235
|
|
|
1,174
|
|
||
Reserves for capital improvements
|
|
37
|
|
|
120
|
|
||
Total noncurrent portion
|
|
3,535
|
|
|
3,558
|
|
||
Total restricted cash
|
|
$
|
4,978
|
|
|
$
|
12,727
|
|
(Amounts in 000’s)
|
|
Estimated Useful
Lives (Years)
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Buildings and improvements
|
|
5-40
|
|
$
|
83,389
|
|
|
$
|
128,912
|
|
Equipment
|
|
2-10
|
|
9,194
|
|
|
13,470
|
|
||
Land
|
|
—
|
|
3,985
|
|
|
7,128
|
|
||
Computer related
|
|
2-10
|
|
2,894
|
|
|
2,999
|
|
||
Construction in process
|
|
—
|
|
64
|
|
|
390
|
|
||
|
|
|
|
99,526
|
|
|
152,899
|
|
||
Less: accumulated depreciation and amortization
|
|
|
|
(19,909
|
)
|
|
(26,223
|
)
|
||
Property and equipment, net
|
|
|
|
$
|
79,617
|
|
|
$
|
126,676
|
|
(Amounts in 000’s)
|
|
CON (included in property and equipment)
|
|
Bed Licenses - Separable
|
|
Lease Rights
|
|
Total
|
||||||||
Balances, December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross
|
|
$
|
35,690
|
|
|
$
|
2,471
|
|
|
$
|
6,881
|
|
|
$
|
45,042
|
|
Accumulated amortization
|
|
(4,760
|
)
|
|
—
|
|
|
(3,461
|
)
|
|
(8,221
|
)
|
||||
Net carrying amount
|
|
$
|
30,930
|
|
|
$
|
2,471
|
|
|
$
|
3,420
|
|
|
$
|
36,821
|
|
|
|
|
|
|
|
|
|
|
||||||||
Transfers -Assets of disposal group held for sale
|
|
|
|
|
|
|
|
|
||||||||
Gross
|
|
(12,879
|
)
|
|
—
|
|
|
—
|
|
|
(12,879
|
)
|
||||
Accumulated amortization
|
|
2,123
|
|
|
—
|
|
|
—
|
|
|
2,123
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Amortization expense
|
|
(505
|
)
|
|
—
|
|
|
(333
|
)
|
|
(838
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Balances, June 30, 2016
|
|
|
|
|
|
|
|
|
||||||||
Gross
|
|
22,811
|
|
|
2,471
|
|
|
6,881
|
|
|
32,163
|
|
||||
Accumulated amortization
|
|
(3,142
|
)
|
|
—
|
|
|
(3,794
|
)
|
|
(6,936
|
)
|
||||
Net carrying amount
|
|
$
|
19,669
|
|
|
$
|
2,471
|
|
|
$
|
3,087
|
|
|
$
|
25,227
|
|
(Amounts in 000’s)
|
|
Bed Licenses
|
|
Lease Rights
|
||||
2016
(a)
|
|
$
|
342
|
|
|
$
|
333
|
|
2017
|
|
683
|
|
|
667
|
|
||
2018
|
|
683
|
|
|
667
|
|
||
2019
|
|
683
|
|
|
667
|
|
||
2020
|
|
683
|
|
|
482
|
|
||
Thereafter
|
|
16,595
|
|
|
271
|
|
||
Total expected amortization expense
|
|
$
|
19,669
|
|
|
$
|
3,087
|
|
(Amounts in 000’s)
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Goodwill
|
|
$
|
5,023
|
|
|
$
|
5,023
|
|
Transfers -Assets of disposal group held for sale
|
|
(2,078
|
)
|
|
—
|
|
||
Accumulated impairment losses
|
|
(840
|
)
|
|
(840
|
)
|
||
Net carrying amount
|
|
$
|
2,105
|
|
|
$
|
4,183
|
|
|
|
(Amounts in
000's) |
||
2016
(a)
|
|
$
|
4,052
|
|
2017
|
|
8,152
|
|
|
2018
|
|
8,316
|
|
|
2019
|
|
8,495
|
|
|
2020
|
|
8,674
|
|
|
Thereafter
|
|
55,280
|
|
|
Total
|
|
$
|
92,969
|
|
|
|
(Amounts in
000's) |
||
2016
(a)
|
|
$
|
13,201
|
|
2017
|
|
26,845
|
|
|
2018
|
|
27,474
|
|
|
2019
|
|
28,082
|
|
|
2020
|
|
27,634
|
|
|
Thereafter
|
|
204,028
|
|
|
Total
|
|
$
|
327,264
|
|
(Amounts in 000’s)
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Accrued employee benefits and payroll related
|
|
$
|
695
|
|
|
$
|
1,332
|
|
Real estate and other taxes
|
|
1,156
|
|
|
411
|
|
||
Self-insured reserve
|
|
1,522
|
|
|
221
|
|
||
Accrued interest
|
|
441
|
|
|
484
|
|
||
Other accrued expenses
|
|
515
|
|
|
677
|
|
||
Total accrued expenses
|
|
4,329
|
|
|
3,125
|
|
||
Earnest deposit
|
|
1,000
|
|
|
—
|
|
||
Total accrued expenses and other
|
|
$
|
5,329
|
|
|
$
|
3,125
|
|
(Amounts in 000's)
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Senior debt—guaranteed by HUD
|
|
$
|
25,178
|
|
|
$
|
25,469
|
|
Senior debt—guaranteed by USDA
|
|
26,111
|
|
|
26,463
|
|
||
Senior debt—guaranteed by SBA
|
|
3,467
|
|
|
3,548
|
|
||
Senior debt—bonds, net of discount
|
|
6,947
|
|
|
7,025
|
|
||
Senior debt—other mortgage indebtedness
|
|
45,285
|
|
|
51,128
|
|
||
Other debt
|
|
2,092
|
|
|
2,638
|
|
||
Convertible debt
|
|
9,200
|
|
|
9,200
|
|
||
Deferred financing costs
|
|
$
|
(2,306
|
)
|
|
$
|
(2,712
|
)
|
Total debt
|
|
$
|
115,974
|
|
|
$
|
122,759
|
|
Current debt
|
|
27,006
|
|
|
50,960
|
|
||
Debt included in liabilities of disposal group held for sale
(b)
|
|
32,160
|
|
|
958
|
|
||
Notes payable and other debt, net of current portion
|
|
$
|
56,808
|
|
|
$
|
70,841
|
|
(a)
|
United States ("U.S.") Department of Housing and Urban Development ("HUD"), U.S. Department of Agriculture ("USDA"), U.S. Small Business Administration ("SBA").
|
(a)
|
Represents cash interest rates as of
June 30, 2016
as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from
0.08%
to
1.92%
per annum.
|
(a)
|
Represents cash interest rates as of
June 30, 2016
as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from
0.08%
to
1.92%
per annum.
|
(a)
|
Represents cash interest rates as of
June 30, 2016
as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from 0.08% to 1.92% per annum.
|
(b)
|
On March 24, 2016, the Company received a commitment from a lender to refinance the Bentonville, Heritage Park and River Valley Credit Facility (under which only two facilities remain financed upon the sale of the Bentonville facility in 2015), the Northridge, Woodland Hills, Abington Credit Facility and the Little Rock Credit Facility for a combined total of
$25.4 million
of debt subject to definitive documentation and certain closing conditions, which commitment expires on November 10, 2016.
|
(c)
|
On March 24, 2016, the Company obtained a lender commitment to extend the maturity date of the Georgetown and Sumter Credit Facility from September 2016 to June 2017 subject to definitive documentation and certain closing conditions, which commitment expires on November 10, 2016.
|
(d)
|
On March 24, 2016, and June 16, 2016, the Company obtained the release of approximately
$3.9 million
and
$1.2 million
respectively, of restricted cash funds and applied the amounts as additional principal payments related to certain of the above debt facilities with Private Bank.
|
(e)
|
On March 29, 2016, the Company obtained a lender commitment to extend the maturity date of the Quail Creek Credit facility from September 2016 to September 2018 subject to definitive documentation and certain closing conditions, which commitment was extended on August 12, 2016.
|
(a)
|
Extended to October 17, 2017.
|
(Amounts in 000's)
|
|
|
|
|
|
|
|
|
|
|
|||||
Facility
|
|
Maturity
|
|
Interest Rate
(a)
|
|
June 30, 2016
|
|
December 31, 2015
|
|||||||
Convertible debt
|
|
|
|
|
|
|
|
|
|
|
|||||
Issued July 2012
|
|
10/31/2017
|
|
Fixed
|
|
10.00%
|
|
$
|
1,500
|
|
|
$
|
1,500
|
|
|
Issued March 2015
|
|
04/30/2017
|
|
Fixed
|
|
10.00%
|
|
7,700
|
|
|
7,700
|
|
|||
|
Total
|
|
|
|
|
|
|
|
$
|
9,200
|
|
|
$
|
9,200
|
|
(a)
|
Represents cash interest rates as of
June 30, 2016
. The rates exclude amortization of deferred financing costs which range from
0.08%
to
1.92%
per annum.
|
Credit Facility
|
|
Balance at
June 30, 2016 (000's) |
|
Subsidiary or Operator Level Covenant Requirement
|
|
Financial Covenant
|
|
Min/Max
Financial Covenant Required |
|
Financial
Covenant Metric Achieved |
|
|
|
Future
Financial Covenant Metric Required |
||||||||
PrivateBank - Mortgage Note - Little Rock HC&R Nursing, LLC
|
|
$
|
9,844
|
|
|
Operator
|
|
Minimum Operator EBITDAR (000s)
|
|
$
|
450
|
|
|
$
|
212
|
|
|
(a)
|
|
$
|
450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Amounts in 000’s)
|
||
2017
|
$
|
59,439
|
|
2018
|
4,488
|
|
|
2019
|
1,607
|
|
|
2020
|
1,692
|
|
|
2021
|
1,776
|
|
|
Thereafter
|
49,476
|
|
|
Subtotal
|
$
|
118,478
|
|
Less: unamortized discounts
|
(198
|
)
|
|
Less: deferred financing costs
|
$
|
(2,306
|
)
|
Total notes and other debt
|
$
|
115,974
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(Amounts in 000’s)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Total revenues
|
|
$
|
—
|
|
|
$
|
25,048
|
|
|
$
|
—
|
|
|
$
|
71,910
|
|
Cost of services
|
|
3,264
|
|
|
25,693
|
|
|
3,783
|
|
|
68,623
|
|
||||
Net income (loss)
|
|
(3,775
|
)
|
|
(1,537
|
)
|
|
(4,303
|
)
|
|
729
|
|
||||
Interest expense, net
|
|
17
|
|
|
303
|
|
|
25
|
|
|
616
|
|
|
|
Actual
|
|
Actual
|
|
Comparative
(a)
|
||||||
(Amounts in 000’s)
|
|
June 30, 2016
|
|
December 31, 2015
|
|
December 31, 2015
|
||||||
Restricted cash
|
|
$
|
2,975
|
|
|
$
|
—
|
|
|
$
|
5,887
|
|
Buildings and improvements, net
|
|
38,761
|
|
|
1,249
|
|
|
40,407
|
|
|||
Land, net
|
|
2,813
|
|
|
—
|
|
|
2,814
|
|
|||
Equipment and other, net
|
|
2,686
|
|
|
—
|
|
|
2,866
|
|
|||
Goodwill
|
|
2,078
|
|
|
—
|
|
|
2,078
|
|
|||
Other assets
|
|
40
|
|
|
—
|
|
|
35
|
|
|||
Assets of disposal group held for sale
|
|
$
|
49,353
|
|
|
$
|
1,249
|
|
|
$
|
54,087
|
|
|
|
|
|
|
|
|
||||||
Notes payable
|
|
$
|
32,160
|
|
|
$
|
958
|
|
|
$
|
37,187
|
|
Liabilities of disposal group held for sale
|
|
$
|
32,160
|
|
|
$
|
958
|
|
|
$
|
37,187
|
|
|
|
Shares Issued & Outstanding
|
Net Proceeds from Issuance (in 000's)
|
|||
Balances, December 31, 2015
|
|
2,426,930
|
|
$
|
54,714
|
|
|
|
|
|
|||
At-The-Market offering
|
|
230,109
|
|
$
|
4,547
|
|
|
|
|
|
|||
Balances, June 30, 2016
|
|
2,657,039
|
|
$
|
59,261
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(Amounts in 000’s)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Employee compensation:
|
|
|
|
|
|
|
|
|
|
|
||||||
Restricted stock
|
|
$
|
1
|
|
|
$
|
128
|
|
|
$
|
112
|
|
|
$
|
191
|
|
Stock options
|
|
66
|
|
|
1
|
|
|
151
|
|
|
45
|
|
||||
Warrants
|
|
130
|
|
|
52
|
|
|
376
|
|
|
85
|
|
||||
Total employee stock-based compensation expense
|
|
$
|
197
|
|
|
$
|
181
|
|
|
$
|
639
|
|
|
$
|
321
|
|
Non-employee compensation:
|
|
|
|
|
|
|
|
|
|
|||||||
Board restricted stock
|
|
31
|
|
|
36
|
|
|
$
|
57
|
|
|
$
|
87
|
|
||
Board stock options
|
|
12
|
|
|
12
|
|
|
24
|
|
|
24
|
|
||||
Total non-employee stock-based compensation expense
|
|
$
|
43
|
|
|
$
|
48
|
|
|
$
|
81
|
|
|
$
|
111
|
|
Total stock-based compensation expense
|
|
240
|
|
|
229
|
|
|
720
|
|
|
432
|
|
|
Six Months Ended June 30,
|
||||
|
2016
|
|
2015
|
||
Dividend yield
|
—
|
%
|
|
4.76
|
%
|
Expected volatility
|
41
|
%
|
|
39
|
%
|
Risk-free interest rate
|
1.43
|
%
|
|
1.09
|
%
|
Expected term in years
|
5.0 years
|
|
|
3.9 years
|
|
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value (in 000's)
|
|||||
Outstanding, December 31, 2015
|
266,514
|
|
|
$
|
3.96
|
|
|
|
|
|
|||
|
Granted
|
141,507
|
|
|
$
|
2.07
|
|
|
|
|
|
||
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
|
Forfeited
|
(8,334
|
)
|
|
$
|
4.06
|
|
|
|
|
|
||
|
Expired
|
(44,905
|
)
|
|
$
|
3.86
|
|
|
|
|
|
||
Outstanding, June 30, 2016
|
354,782
|
|
|
$
|
3.21
|
|
|
6.1
|
|
$
|
—
|
|
|
Vested at June 30, 2016
|
285,628
|
|
|
$
|
3.05
|
|
|
5.5
|
|
$
|
—
|
|
|
Stock Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Exercise Price
|
Number of Shares
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Weighted Average Exercise Price
|
|
Vested at June 30, 2016
|
|
Weighted Average Exercise Price
|
||||||
$1.31 - $3.99
|
289,337
|
|
|
5.8
|
|
$
|
3.01
|
|
|
220,183
|
|
|
$
|
2.73
|
|
$4.00 - $4.30
|
65,445
|
|
|
7.2
|
|
$
|
4.12
|
|
|
65,445
|
|
|
$
|
4.12
|
|
Total
|
354,782
|
|
|
6.1
|
|
$
|
3.21
|
|
|
285,628
|
|
|
$
|
3.05
|
|
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value (in 000's)
|
|||||
Outstanding, December 31, 2015
|
2,051,475
|
|
|
$
|
3.46
|
|
|
|
|
|
|||
|
Expired
|
(55,125
|
)
|
|
$
|
4.08
|
|
|
|
|
|
||
Outstanding, June 30, 2016
|
1,996,350
|
|
|
$
|
3.44
|
|
|
4.4
|
|
$
|
109
|
|
|
Vested at June 30, 2016
|
1,613,017
|
|
|
$
|
3.22
|
|
|
3.4
|
|
$
|
109
|
|
|
Warrants Outstanding
|
|
Warrants Exercisable
|
||||||||||||
Exercise Price
|
Number of Shares
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Weighted Average Exercise Price
|
|
Vested at June 30, 2016
|
|
Weighted Average Exercise Price
|
||||||
$0 - $1.99
|
327,664
|
|
|
1.4
|
|
$
|
1.56
|
|
|
327,664
|
|
|
$
|
1.56
|
|
$2.00 - $2.99
|
335,354
|
|
|
2.0
|
|
$
|
2.58
|
|
|
335,354
|
|
|
$
|
2.58
|
|
$3.00 - $3.99
|
500,355
|
|
|
3.3
|
|
$
|
3.59
|
|
|
500,355
|
|
|
$
|
3.59
|
|
$4.00 - $4.99
|
809,644
|
|
|
7.1
|
|
$
|
4.39
|
|
|
426,311
|
|
|
$
|
4.41
|
|
$5.00 - $5.90
|
23,333
|
|
|
6.8
|
|
$
|
5.90
|
|
|
23,333
|
|
|
$
|
5.90
|
|
Total
|
1,996,350
|
|
|
4.4
|
|
$
|
3.44
|
|
|
1,613,017
|
|
|
$
|
3.22
|
|
|
|
Number of Shares
|
|
Weighted Avg. Grant Date Fair Value
|
|||
Unvested at December 31, 2015
|
294,021
|
|
|
$
|
4.19
|
|
|
|
Granted
|
196,251
|
|
|
$
|
2.14
|
|
|
Vested
|
(94,808
|
)
|
|
$
|
3.01
|
|
|
Forfeited
|
(5,844
|
)
|
|
$
|
2.49
|
|
Unvested at June 30, 2016
|
389,620
|
|
|
$
|
3.47
|
|
|
|
Owned
|
|
Leased
|
|
Managed for Third Parties
|
|
Total
|
||||||||||||||||
|
|
Facilities
|
|
Beds/Units
|
|
Facilities
|
|
Beds/Units
|
|
Facilities
|
|
Beds/Units
|
|
Facilities
|
|
Beds/Units
|
||||||||
State
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Arkansas
|
|
9
|
|
|
958
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
958
|
|
Alabama
|
|
2
|
|
|
304
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
304
|
|
Georgia
|
|
4
|
|
|
463
|
|
|
10
|
|
|
1,168
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
1,631
|
|
North Carolina
|
|
1
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
106
|
|
Ohio
|
|
4
|
|
|
279
|
|
|
1
|
|
|
94
|
|
|
3
|
|
|
332
|
|
|
8
|
|
|
705
|
|
Oklahoma
|
|
2
|
|
|
197
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
197
|
|
South Carolina
|
|
2
|
|
|
180
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
180
|
|
Total
|
|
24
|
|
|
2,487
|
|
|
11
|
|
|
1,262
|
|
|
3
|
|
|
332
|
|
|
38
|
|
|
4,081
|
|
Facility Type
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Skilled Nursing
|
|
22
|
|
|
2,375
|
|
|
11
|
|
|
1,262
|
|
|
2
|
|
|
249
|
|
|
35
|
|
|
3,886
|
|
Assisted Living
|
|
2
|
|
|
112
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
112
|
|
Independent Living
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
83
|
|
|
1
|
|
|
83
|
|
Total
|
|
24
|
|
|
2,487
|
|
|
11
|
|
|
1,262
|
|
|
3
|
|
|
332
|
|
|
38
|
|
|
4,081
|
|
Operator Affiliation
|
|
Number of
Facilities |
|
Beds / Units
|
||
Skyline Healthcare (1)
|
|
9
|
|
|
958
|
|
Beacon Health Management
|
|
7
|
|
|
585
|
|
C.R. Management
|
|
7
|
|
|
830
|
|
Wellington Health Services
|
|
4
|
|
|
641
|
|
Peach Health Group (1)
|
|
3
|
|
|
252
|
|
Symmetry Healthcare
|
|
3
|
|
|
286
|
|
Southwest LTC
|
|
2
|
|
|
197
|
|
Subtotal
|
|
35
|
|
|
3,749
|
|
AdCare Managed
|
|
3
|
|
|
332
|
|
Total
|
|
38
|
|
|
4,081
|
|
(1)
|
For a more detailed discussion, see
Note 7 - Leases
, to the Company's Notes to Consolidated Financial Statements located in Part I, Item 1, of this Quarterly Report on Form 10-Q.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||
(Amounts in 000’s)
|
|
2016
|
|
2015
|
|
Percent Change
|
|
2016
|
|
2015
|
|
Percent Change
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental revenues
|
|
$
|
6,890
|
|
|
$
|
4,156
|
|
|
65.8
|
%
|
|
$
|
13,739
|
|
|
$
|
5,496
|
|
|
150.0
|
%
|
Management fee and other revenues
|
|
274
|
|
|
305
|
|
|
(10.2
|
)%
|
|
507
|
|
|
523
|
|
|
(3.1
|
)%
|
||||
Total revenues
|
|
7,164
|
|
|
4,461
|
|
|
60.6
|
%
|
|
14,246
|
|
|
6,019
|
|
|
136.7
|
%
|
||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Facility rent expense
|
|
2,168
|
|
|
1,329
|
|
|
63.1
|
%
|
|
4,347
|
|
|
1,816
|
|
|
139.4
|
%
|
||||
Depreciation and amortization
|
|
1,339
|
|
|
1,798
|
|
|
(25.5
|
)%
|
|
3,052
|
|
|
3,473
|
|
|
(12.1
|
)%
|
||||
General and administrative expenses
|
|
2,135
|
|
|
2,569
|
|
|
(16.9
|
)%
|
|
4,677
|
|
|
5,900
|
|
|
(20.7
|
)%
|
||||
Other operating expenses
|
|
969
|
|
|
119
|
|
|
NM
|
|
|
1,172
|
|
|
221
|
|
|
430.3
|
%
|
||||
Total expenses
|
|
6,611
|
|
|
5,815
|
|
|
13.7
|
%
|
|
13,248
|
|
|
11,410
|
|
|
NM
|
|
||||
Income (loss) from operations
|
|
553
|
|
|
(1,354
|
)
|
|
140.8
|
%
|
|
998
|
|
|
(5,391
|
)
|
|
118.5
|
%
|
||||
Other expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
1,751
|
|
|
2,279
|
|
|
(23.2
|
)%
|
|
3,576
|
|
|
4,769
|
|
|
(25.0
|
)%
|
||||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
NM
|
|
|
—
|
|
|
680
|
|
|
NM
|
|
||||
Other expense
|
|
9
|
|
|
193
|
|
|
(95.3
|
)%
|
|
51
|
|
|
481
|
|
|
(89.4
|
)%
|
||||
Total other expense, net
|
|
1,760
|
|
|
2,472
|
|
|
(28.8
|
)%
|
|
3,627
|
|
|
5,930
|
|
|
(38.8
|
)%
|
||||
Loss from continuing operations before income taxes
|
|
(1,207
|
)
|
|
(3,826
|
)
|
|
(131.5
|
)%
|
|
(2,629
|
)
|
|
(11,321
|
)
|
|
(76.8
|
)%
|
||||
Income tax benefit
|
|
—
|
|
|
—
|
|
|
NM
|
|
|
—
|
|
|
20
|
|
|
NM
|
|
||||
Loss from continuing operations
|
|
(1,207
|
)
|
|
(3,826
|
)
|
|
131.5
|
%
|
|
(2,629
|
)
|
|
(11,341
|
)
|
|
76.8
|
%
|
||||
(Loss) income from discontinued operations, net of tax
|
|
(3,775
|
)
|
|
(1,537
|
)
|
|
NM
|
|
|
(4,303
|
)
|
|
729
|
|
|
NM
|
|
||||
Net loss
|
|
$
|
(4,982
|
)
|
|
$
|
(5,363
|
)
|
|
192.9
|
%
|
|
$
|
(6,932
|
)
|
|
$
|
(10,612
|
)
|
|
115.8
|
%
|
|
|
Six Months Ended June 30,
|
||||||
(Amounts in 000’s)
|
|
2016
|
|
2015
|
||||
Net cash provided (used in) by operating activities - continuing operations
|
|
$
|
2,289
|
|
|
$
|
(9,182
|
)
|
Net cash (used in) provided by operating activities - discontinued operations
|
|
(2,252
|
)
|
|
505
|
|
||
Net cash provided by (used in) investing activities - continuing operations
|
|
7,102
|
|
|
(6,308
|
)
|
||
Net cash (used in) investing activities - discontinued operations
|
|
(1
|
)
|
|
(8
|
)
|
||
Net cash (used in) provided by financing activities - continuing operations
|
|
(5,938
|
)
|
|
20,007
|
|
||
Net cash (used in) financing activities - discontinued operations
|
|
(671
|
)
|
|
(409
|
)
|
||
Net change in cash and cash equivalents
|
|
529
|
|
|
4,605
|
|
||
Cash and cash equivalents at beginning of period
|
|
2,720
|
|
|
10,735
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
3,249
|
|
|
$
|
15,340
|
|
•
|
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
|
•
|
have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
|
•
|
may apply standards of materiality in a way that is different from what may be viewed as material to investors; and
|
•
|
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
|
Exhibit No.
|
Description
|
Method of Filing
|
|
|
|
2.1
|
Purchase and Sale Agreement, dated May 10, 2016 by and among Valley River Property Holdings, LLC, Homestead Property Holdings, LLC, Park Heritage Property Holdings, LLC, Mt. V Property Holdings, LLC, Mountain Top Property Holdings, LLC, Little Rock HC&R Property Holdings, LLC, Woodland Hills HC Property Holdings, LLC, Northridge HC&R Property Holdings, LLC, APH&R Property Holdings, LLC, and Little Ark Realty Holdings, LLC
|
Incorporated by reference to Exhibit 2.1 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2016
|
2.2
|
Letter Agreement, dated July 14, 2016, by and among Valley River Property Holdings, LLC, Homestead Property Holdings, LLC, Park Heritage Property Holdings, LLC, Mt. V Property Holdings, LLC, Mountain Top Property Holdings, LLC, Little Rock HC&R Property Holdings, LLC, Woodland Hills HC Property Holdings, LLC, Northridge HC&R Property Holdings, LLC, APH&R Property Holdings, LLC, Little Ark Realty Holdings, LLC and Skyline Healthcare LLC
|
Filed herewith
|
3.1
|
Declaration of Conversion of AdCare Health Systems, Inc., an Ohio corporation, to AdCare Health Systems, Inc., a Georgia corporation
|
Incorporated by reference to Appendix A of the Registrant’s Proxy Statement on Schedule 14A filed on October 29, 2013
|
3.2
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Certificate of Conversion of AdCare Health Systems, Inc.
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Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed on December 18, 2013
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3.3
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Certificate for Conversion for Entities Converting Within or Off the Records of the Ohio Secretary of State.
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Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on December 18, 2013
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3.4
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Articles of Incorporation of AdCare Health Systems, Inc., filed with the Secretary of State of the State of Georgia on December 12, 2013
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Incorporated by reference to Exhibit 3.3 of the Registrant’s Current Report on Form 8-K filed on December 27, 2013
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3.5
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Articles of Correction to Articles of Incorporation of AdCare Health Systems, Inc., filed with the Secretary of State of the State of Georgia on December 12, 2013.
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Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on December 27, 2013
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3.6
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Bylaws of AdCare Health Systems, Inc.
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Incorporated by reference to Exhibit 3.4 of the Registrant’s Current Report on Form 8-K filed on December 27, 2013
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3.7
|
Amendment No. 1 to the Bylaws of AdCare Health Systems, Inc.
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Incorporated by reference to Exhibit 3.7 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013
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3.8
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Articles of Amendment to the Articles of Incorporation of AdCare Health Systems, Inc., as amended, filed with the Secretary of State of the State of Georgia on April 7, 2015.
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Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed on April 13, 2015
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3.9
|
Articles of Amendment to the Articles of Incorporation of AdCare Health Systems, Inc., as amended, filed with the Secretary of State of the State of Georgia on May 28, 2015
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Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed on June 2, 2015
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3.10
|
Articles of Amendment to the Articles of Incorporation of AdCare Health Systems, Inc., as amended, filed with the Secretary of State of the State of Georgia on December 11, 2015.
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Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed on December 14, 2015
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3.11
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Amendment No. 2 to the Bylaws of AdCare Health Systems, Inc.
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Incorporated by reference to Exhibit 3.2 of the Registrant's Current Report on Form 8-K filed on December 14, 2015
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4.1
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Specimen Common Stock Certificate of AdCare Health Systems, Inc.
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Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on December 18, 2013
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4.2*
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2004 Stock Option Plan of AdCare Health Systems, Inc.
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Incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-8 (Registration No. 333-131542) filed October 27, 2011
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4.3*
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2005 Stock Option Plan of AdCare Health Systems, Inc.
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Incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-8 (Registration No. 333-131542) filed October 27, 2011
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4.4*
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AdCare Health Systems, Inc. 2011 Stock Incentive Plan
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Incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form S-8 (Registration No. 333-131542) filed October 27, 2011
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4.5*
|
Form of Non-Statutory Stock Option Agreement
|
Incorporated by reference to Exhibit 4.4 of the Registrant’s Registration Statement on Form S-8 (Registration No. 333-131542) filed October 27, 2011
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4.6*
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Form of Incentive Stock Option Agreement
|
Incorporated by reference to Exhibit 4.5 of the Registrant’s Registration Statement on Form S-8 (Registration No. 333-131542) filed October 27, 2011
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4.7
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Form of 8% Subordinated Convertible Note Due 2015 issued by AdCare Health Systems, Inc.
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Incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed July 5, 2012
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4.8
|
Form of Warrant to Purchase Common Stock of the Company
|
Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3 (File No. 333-175541)
|
4.9
|
Warrant to Purchase 50,000 Shares of Common Stock, dated December 28, 2012, issued by AdCare Health Systems, Inc. to Strome Alpha Offshore Ltd.
|
Incorporated by reference to Exhibit 4.21 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
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4.10
|
Form of Warrant, dated March 28, 2014, issued by AdCare Health Systems, Inc. to the placement agent and its affiliates in connection with the offering of 10% Subordinated Convertible Notes Due April 30, 2015
|
Incorporated by reference to Exhibit 4.3 of the Registrant's Quarterly Report on Form 10-Q for the three months ended March 31, 2014
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4.11
|
Form of Warrant granted to management to Purchase Shares of AdCare Health Systems, Inc. dated November 20, 2007
|
Incorporated by reference to Exhibit 10.19 of the Registrant's Annual Report on Form 10-KSB as amended March 31, 2008
|
4.12
|
Registration Rights Agreement, dated March 31, 2015, by and among AdCare Health Systems, Inc. and the Purchasers of the Company’s 10% Convertible Subordinated Notes Due April 30, 2017
|
Incorporated by reference to Exhibit 4.1 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015
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4.13
|
Form of 10% Convertible Subordinated Notes Due April 30, 2017
|
Incorporated by reference to Exhibit 4.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015
|
4.14
|
Form of 10% Convertible Subordinated Notes Due April 30, 2017 (Affiliate Form)
|
Incorporated by reference to Exhibit 4.3 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015
|
4.15
|
Amendment to Subordinated Convertible Note Issued March 31, 2015, dated July 30, 2015, by and between AdCare Health Systems, Inc., and Cantone Asset Management, LLC and Cantone Research, Inc.
|
Incorporated by reference to Exhibit 10.105 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015
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10.1
|
Master Lease Agreement, dated February 5, 2016, by and among Valley River Property Holdings, LLC, Homestead Property Holdings, LLC, Park Heritage Property Holdings, LLC, Mt. V Property Holdings, LLC, Mountain Top Property Holdings, LLC, Little Rock HC&R Property Holdings, LLC, Woodland Hills HC Property Holdings, LLC, Northridge HC&R Property Holdings, LLC, APH&R Property Holdings, LLC, and Skyline Healthcare, LLC
|
Incorporated by reference to Exhibit 10.462 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2015
|
10.2
|
Option Agreement, dated February 5, 2016, by and among Valley River Property Holdings, LLC, Homestead Property Holdings, LLC, Park Heritage Property Holdings, LLC, Mt. V Property Holdings, LLC, Mountain Top Property Holdings, LLC, Little Rock HC&R Property Holdings, LLC, Woodland Hills HC Property Holdings, LLC, Northridge HC&R Property Holdings, LLC, APH&R Property Holdings, LLC, and Joseph Schwartz
|
Incorporated by reference to Exhibit 10.463 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2015
|
10.3
|
Letter Agreement, dated February 23, 2016, by and among Valley River Property Holdings, LLC, Homestead Property Holdings, LLC, Park Heritage Property Holdings, LLC, Mt. V Property Holdings, LLC, Mountain Top Property Holdings, LLC, Little Rock HC&R Property Holdings, LLC, Woodland Hills HC Property Holdings, LLC, Northridge HC&R Property Holdings, LLC, APH&R Property Holdings, LLC and Skyline Healthcare, LLC
|
Filed herewith
|
10.4
|
Master Sublease Agreement, dated June 18, 2016, by and among ADK Georgia, LLC, OS Tybee, LLC, SB Tybee, LLC and JV Jeffersonville, LLC
|
Filed herewith
|
10.5
|
Promissory Note, dated July 6, 2016, issued by OS Tybee, LLC, SB Tybee, LLC and JV Jeffersonville, LLC, in favor of AdCare Health Systems, Inc., in the amount of $1,000,000
|
Filed herewith
|
10.6
|
Security Agreement, dated July 6, 2016, by and among ADK Georgia, LLC, OS Tybee, LLC, SB Tybee, LLC and JV Jeffersonville, LLC
|
Filed herewith
|
10.7
|
Letter Agreement, dated July 14, 2016, by and among Valley River Property Holdings, LLC, Homestead Property Holdings, LLC, Park Heritage Property Holdings, LLC, Mt. V Property Holdings, LLC, Mountain Top Property Holdings, LLC, Little Rock HC&R Property Holdings, LLC, Woodland Hills HC Property Holdings, LLC, Northridge HC&R Property Holdings, LLC, APH&R Property Holdings, LLC, Little Ark Realty Holdings, LLC and Skyline Healthcare LLC
|
Filed herewith as Exhibit 2.2
|
31.1
|
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act
|
Filed herewith
|
31.2
|
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act
|
Filed herewith
|
32.1
|
Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act
|
Furnished herewith
|
32.2
|
Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act
|
Furnished herewith
|
101
|
The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2015, (iii) Consolidated Statements of Stockholders’ Deficit for the six months ended June 30, 2016 (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015, and (v) the Notes to Consolidated Financial Statements.
|
Filed herewith
|
|
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ADCARE HEALTH SYSTEMS, INC.
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(Registrant)
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Date:
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August 15, 2016
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/s/ William McBride III
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William McBride III
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Chairman and Chief Executive Officer
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(Principal Executive Officer)
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Date:
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August 15, 2016
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/s/ Allan J. Rimland
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Allan J. Rimland
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President, Chief Financial Officer and Corporate Secretary (Principal Financial Officer)
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|
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Date:
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August 15, 2016
|
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/s/ E. Clinton Cain
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E. Clinton Cain
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|
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Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)
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