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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
|
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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
(Do not check if a
smaller reporting company)
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Smaller reporting company
ý
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Emerging growth company
o
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Page
Number
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March 31,
2017 |
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December 31,
2016 |
||||
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(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
|
|
|
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Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
4,184
|
|
|
$
|
14,045
|
|
Restricted cash
|
|
1,660
|
|
|
1,600
|
|
||
Accounts receivable, net of allowance of $6,678 and $7,529
|
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2,263
|
|
|
2,429
|
|
||
Prepaid expenses and other
|
|
2,586
|
|
|
2,395
|
|
||
Total current assets
|
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10,693
|
|
|
20,469
|
|
||
Restricted cash and investments
|
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2,155
|
|
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3,864
|
|
||
Property and equipment, net
|
|
78,526
|
|
|
79,168
|
|
||
Intangible assets - bed licenses
|
|
2,471
|
|
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2,471
|
|
||
Intangible assets - lease rights, net
|
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2,587
|
|
|
2,754
|
|
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Goodwill
|
|
2,105
|
|
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2,105
|
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Lease deposits
|
|
911
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|
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1,411
|
|
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Other assets
|
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8,038
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|
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7,244
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Total assets
|
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$
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107,486
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|
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$
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119,486
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LIABILITIES AND DEFICIT
|
|
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|
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Current liabilities:
|
|
|
|
|
|
|
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Current portion of notes payable and other debt
|
|
$
|
4,390
|
|
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$
|
4,018
|
|
Current portion of convertible debt, net
|
|
2,478
|
|
|
9,136
|
|
||
Accounts payable
|
|
3,316
|
|
|
3,037
|
|
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Accrued expenses and other
|
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8,000
|
|
|
9,077
|
|
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Total current liabilities
|
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18,184
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|
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25,268
|
|
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Notes payable and other debt, net of current portion:
|
|
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Senior debt, net
|
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58,179
|
|
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60,189
|
|
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Bonds, net
|
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6,605
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|
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6,586
|
|
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Other debt, net
|
|
181
|
|
|
41
|
|
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Other liabilities
|
|
3,395
|
|
|
3,677
|
|
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Deferred tax liability
|
|
226
|
|
|
226
|
|
||
Total liabilities
|
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86,770
|
|
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95,987
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Commitments and contingencies (Note 15)
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|
|
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Preferred stock, no par value; 5,000 shares authorized; 2,762 and 2,762 shares issued and outstanding, redemption amount $69,038 and $69,038 at March 31, 2017 and December 31, 2016, respectively
|
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61,446
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61,446
|
|
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Stockholders’ deficit:
|
|
|
|
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|
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Common stock and additional paid-in capital, no par value; 55,000 shares authorized; 19,806 and 19,927 issued and outstanding at March 31, 2017 and December 31, 2016, respectively
|
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61,690
|
|
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61,643
|
|
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Accumulated deficit
|
|
(102,420
|
)
|
|
(99,590
|
)
|
||
Total stockholders’ deficit
|
|
(40,730
|
)
|
|
(37,947
|
)
|
||
Total liabilities and stockholders’ deficit
|
|
$
|
107,486
|
|
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$
|
119,486
|
|
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Three Months Ended March 31,
|
||||||
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2017
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2016
|
||||
Revenues:
|
|
|
|
|
|
|
||
Rental revenues
|
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$
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5,775
|
|
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$
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6,849
|
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Management fee and other revenues
|
|
360
|
|
|
233
|
|
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Total revenues
|
|
6,135
|
|
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7,082
|
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||||
Expenses:
|
|
|
|
|
|
|
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Facility rent expense
|
|
2,171
|
|
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2,179
|
|
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Depreciation and amortization
|
|
1,135
|
|
|
1,713
|
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General and administrative expense
|
|
1,622
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|
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2,542
|
|
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Other operating expenses
|
|
555
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|
|
203
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Total expenses
|
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5,483
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|
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6,637
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||||
Income from operations
|
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652
|
|
|
445
|
|
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|
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||||
Other expense:
|
|
|
|
|
|
|
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Interest expense, net
|
|
1,032
|
|
|
1,825
|
|
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Loss on extinguishment of debt
|
|
63
|
|
|
—
|
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Other expense
|
|
95
|
|
|
42
|
|
||
Total other expense, net
|
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1,190
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|
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1,867
|
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|
||||
Loss from continuing operations before income taxes
|
|
(538
|
)
|
|
(1,422
|
)
|
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Income tax expense
|
|
1
|
|
|
—
|
|
||
Loss from continuing operations
|
|
(539
|
)
|
|
(1,422
|
)
|
||
|
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|
|
|
||||
Loss from discontinued operations, net of tax
|
|
(413
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)
|
|
(528
|
)
|
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Net loss
|
|
(952
|
)
|
|
(1,950
|
)
|
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|
|
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||||
Preferred stock dividends
|
|
(1,878
|
)
|
|
(1,777
|
)
|
||
Net loss attributable to AdCare Health Systems, Inc. common stockholders
|
|
$
|
(2,830
|
)
|
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$
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(3,727
|
)
|
|
|
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|
||||
Net loss per share of common stock attributable to AdCare Health Systems, Inc.
|
|
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Basic and diluted:
|
|
|
|
|
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Continuing operations
|
|
$
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(0.12
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)
|
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$
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(0.16
|
)
|
Discontinued operations
|
|
(0.02
|
)
|
|
(0.03
|
)
|
||
|
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$
|
(0.14
|
)
|
|
$
|
(0.19
|
)
|
|
|
|
|
|
||||
Weighted average shares of common stock outstanding:
|
|
|
|
|
|
|
||
Basic and diluted
|
|
19,825
|
|
|
19,885
|
|
|
|
Shares of Common Stock
|
|
Common Stock and Additional
Paid-in Capital |
|
Accumulated
Deficit |
|
Total
|
|||||||
Balances, December 31, 2016
|
|
19,927
|
|
|
$
|
61,643
|
|
|
$
|
(99,590
|
)
|
|
$
|
(37,947
|
)
|
|
|
|
|
|
|
|
|
|
|||||||
Stock-based compensation
|
|
—
|
|
|
234
|
|
|
—
|
|
|
234
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Common stock repurchase program
|
|
(118
|
)
|
|
(187
|
)
|
|
—
|
|
|
(187
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Issuance of restricted stock
, net of forfeitures
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Preferred stock dividends
|
|
—
|
|
|
—
|
|
|
(1,878
|
)
|
|
(1,878
|
)
|
|||
|
|
|
|
|
|
|
|
|
|||||||
Net loss
|
|
—
|
|
|
—
|
|
|
(952
|
)
|
|
(952
|
)
|
|||
Balances, March 31, 2017
|
|
19,806
|
|
|
$
|
61,690
|
|
|
$
|
(102,420
|
)
|
|
$
|
(40,730
|
)
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
|||
Net loss
|
|
$
|
(952
|
)
|
|
$
|
(1,950
|
)
|
Loss from discontinued operations, net of tax
|
|
413
|
|
|
528
|
|
||
Loss from continuing operations
|
|
(539
|
)
|
|
(1,422
|
)
|
||
Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||
Depreciation and amortization
|
|
1,135
|
|
|
1,713
|
|
||
Stock-based compensation expense
|
|
234
|
|
|
480
|
|
||
Rent expense in excess of cash paid
|
|
158
|
|
|
203
|
|
||
Rent revenue in excess of cash received
|
|
(768
|
)
|
|
(718
|
)
|
||
Amortization of deferred financing costs
|
|
95
|
|
|
216
|
|
||
Amortization of debt discounts and premiums
|
|
4
|
|
|
4
|
|
||
Bad debt expense
|
|
466
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
163
|
|
|
(1,219
|
)
|
||
Prepaid expenses and other
|
|
(201
|
)
|
|
(242
|
)
|
||
Other assets
|
|
(294
|
)
|
|
17
|
|
||
Accounts payable and accrued expenses
|
|
236
|
|
|
(590
|
)
|
||
Other liabilities
|
|
60
|
|
|
617
|
|
||
Net cash provided by (used in) by operating activities - continuing operations
|
|
749
|
|
|
(941
|
)
|
||
Net cash used in operating activities - discontinued operations
|
|
(1,051
|
)
|
|
(639
|
)
|
||
Net cash used in operating activities
|
|
(302
|
)
|
|
(1,580
|
)
|
||
|
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
||
Change in restricted cash
|
|
1,649
|
|
|
3,839
|
|
||
Purchase of property and equipment
|
|
(329
|
)
|
|
(19
|
)
|
||
Proceeds from the sale of property and equipment
|
|
—
|
|
|
325
|
|
||
Net cash provided by investing activities - continuing operations
|
|
1,320
|
|
|
4,145
|
|
||
Net cash used in investing activities - discontinued operations
|
|
—
|
|
|
(1
|
)
|
||
Net cash provided by investing activities
|
|
1,320
|
|
|
4,144
|
|
||
|
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||
Proceeds from debt
|
|
—
|
|
|
203
|
|
||
Repayment of notes payable
|
|
(1,974
|
)
|
|
(4,518
|
)
|
||
Repayment on convertible debt
|
|
(6,700
|
)
|
|
—
|
|
||
Debt issuance costs
|
|
—
|
|
|
(25
|
)
|
||
Proceeds from preferred stock issuances, net
|
|
—
|
|
|
3,677
|
|
||
Repurchase of common stock
|
|
(187
|
)
|
|
(312
|
)
|
||
Dividends paid on preferred stock
|
|
(1,878
|
)
|
|
(1,777
|
)
|
||
Net cash used in financing activities - continuing operations
|
|
(10,739
|
)
|
|
(2,752
|
)
|
||
Net cash used in financing activities - discontinued operations
|
|
(140
|
)
|
|
(268
|
)
|
||
Net cash used in financing activities
|
|
(10,879
|
)
|
|
(3,020
|
)
|
||
Net change in cash and cash equivalents
|
|
(9,861
|
)
|
|
(456
|
)
|
||
Cash and cash equivalents, beginning
|
|
14,045
|
|
|
2,720
|
|
||
Cash and cash equivalents, ending
|
|
$
|
4,184
|
|
|
$
|
2,264
|
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
||||||
(Amounts in 000’s, except per share data)
|
|
2017
|
|
2016
|
||||
Numerator:
|
|
|
|
|
||||
Loss from continuing operations
|
|
$
|
(539
|
)
|
|
$
|
(1,422
|
)
|
Preferred stock dividends
|
|
(1,878
|
)
|
|
(1,777
|
)
|
||
Basic and diluted loss from continuing operations
|
|
(2,417
|
)
|
|
(3,199
|
)
|
||
|
|
|
|
|
||||
Loss from discontinued operations, net of tax
|
|
(413
|
)
|
|
(528
|
)
|
||
Net loss attributable to AdCare Health Systems, Inc. common stockholders
|
|
$
|
(2,830
|
)
|
|
$
|
(3,727
|
)
|
|
|
|
|
|
||||
Denominator:
|
|
|
|
|
||||
Basic - weighted average shares
|
|
19,825
|
|
|
19,885
|
|
||
Diluted - adjusted weighted average shares
(a)
|
|
19,825
|
|
|
19,885
|
|
||
|
|
|
|
|
||||
Basic and diluted loss per share:
|
|
|
|
|
||||
Loss from continuing operations attributable to AdCare
|
|
$
|
(0.12
|
)
|
|
$
|
(0.16
|
)
|
Loss from discontinued operations
|
|
(0.02
|
)
|
|
(0.03
|
)
|
||
Loss attributable to AdCare Health Systems, Inc. common stockholders
|
|
$
|
(0.14
|
)
|
|
$
|
(0.19
|
)
|
|
|
|
|
|
|
|
March 31,
|
||||
(Share amounts in 000’s)
|
|
2017
|
|
2016
|
||
Stock options
|
|
333
|
|
|
373
|
|
Warrants - employee
|
|
1,450
|
|
|
1,559
|
|
Warrants - non employee
|
|
437
|
|
|
492
|
|
Shares issuable upon conversion of convertible debt
|
|
588
|
|
|
2,165
|
|
Total anti-dilutive securities
|
|
2,808
|
|
|
4,589
|
|
(Amounts in 000’s)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Cash collateral
|
|
$
|
283
|
|
|
$
|
260
|
|
Replacement reserves
|
|
822
|
|
|
811
|
|
||
Escrow deposits
|
|
555
|
|
|
529
|
|
||
Total current portion
|
|
1,660
|
|
|
1,600
|
|
||
|
|
|
|
|
||||
Restricted investments for other debt obligations and certificates of deposit
|
|
467
|
|
|
2,274
|
|
||
HUD and other replacement reserves
|
|
1,688
|
|
|
1,590
|
|
||
Total noncurrent portion
|
|
2,155
|
|
|
3,864
|
|
||
Total restricted cash and investments
|
|
$
|
3,815
|
|
|
$
|
5,464
|
|
(Amounts in 000’s)
|
|
Estimated Useful
Lives (Years)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Buildings and improvements
|
|
5-40
|
|
$
|
84,740
|
|
|
$
|
84,108
|
|
Equipment and computer related
|
|
2-10
|
|
10,445
|
|
|
12,286
|
|
||
Land
|
|
—
|
|
3,988
|
|
|
3,988
|
|
||
Construction in process
|
|
—
|
|
36
|
|
|
602
|
|
||
|
|
|
|
99,209
|
|
|
100,984
|
|
||
Less: accumulated depreciation and amortization
|
|
|
|
(20,683
|
)
|
|
(21,816
|
)
|
||
Property and equipment, net
|
|
|
|
$
|
78,526
|
|
|
$
|
79,168
|
|
(Amounts in 000’s)
|
|
CON (included in property and equipment)
|
|
Bed Licenses - Separable
|
|
Lease Rights
|
|
Total
|
||||||||
Balances, December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross
|
|
$
|
22,811
|
|
|
$
|
2,471
|
|
|
$
|
6,881
|
|
|
$
|
32,163
|
|
Accumulated amortization
|
|
(3,483
|
)
|
|
—
|
|
|
(4,127
|
)
|
|
(7,610
|
)
|
||||
Net carrying amount
|
|
$
|
19,328
|
|
|
$
|
2,471
|
|
|
$
|
2,754
|
|
|
$
|
24,553
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization expense
|
|
(171
|
)
|
|
—
|
|
|
(167
|
)
|
|
(338
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Balances, March 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Gross
|
|
22,811
|
|
|
2,471
|
|
|
6,881
|
|
|
32,163
|
|
||||
Accumulated amortization
|
|
(3,654
|
)
|
|
—
|
|
|
(4,294
|
)
|
|
(7,948
|
)
|
||||
Net carrying amount
|
|
$
|
19,157
|
|
|
$
|
2,471
|
|
|
$
|
2,587
|
|
|
$
|
24,215
|
|
(Amounts in 000’s)
|
|
Bed Licenses
|
|
Lease Rights
|
||||
2017
(a)
|
|
$
|
512
|
|
|
$
|
500
|
|
2018
|
|
683
|
|
|
667
|
|
||
2019
|
|
683
|
|
|
667
|
|
||
2020
|
|
683
|
|
|
482
|
|
||
2021
|
|
683
|
|
|
203
|
|
||
Thereafter
|
|
15,913
|
|
|
68
|
|
||
Total expected amortization expense
|
|
$
|
19,157
|
|
|
$
|
2,587
|
|
(Amounts in 000’s)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Goodwill
|
|
$
|
2,945
|
|
|
$
|
2,945
|
|
Accumulated impairment losses
|
|
(840
|
)
|
|
(840
|
)
|
||
Net carrying amount
|
|
$
|
2,105
|
|
|
$
|
2,105
|
|
|
|
(Amounts in
000’s) |
||
2017
(a)
|
|
$
|
6,167
|
|
2018
|
|
8,331
|
|
|
2019
|
|
8,492
|
|
|
2020
|
|
8,671
|
|
|
2021
|
|
8,830
|
|
|
Thereafter
|
|
46,456
|
|
|
Total
|
|
$
|
86,947
|
|
|
|
(Amounts in
000's) |
||
2017
(a)
|
|
$
|
15,731
|
|
2018
|
|
21,825
|
|
|
2019
|
|
22,298
|
|
|
2020
|
|
22,825
|
|
|
2021
|
|
23,402
|
|
|
Thereafter
|
|
132,193
|
|
|
Total
|
|
$
|
238,274
|
|
(Amounts in 000’s)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Accrued employee benefits and payroll related
|
|
$
|
468
|
|
|
$
|
442
|
|
Real estate and other taxes
|
|
548
|
|
|
557
|
|
||
Self-insured reserve
(1)
|
|
6,048
|
|
|
6,924
|
|
||
Accrued interest
|
|
263
|
|
|
251
|
|
||
Other accrued expenses
|
|
673
|
|
|
903
|
|
||
Total accrued expenses and other
|
|
$
|
8,000
|
|
|
$
|
9,077
|
|
(1)
|
The Company self-insures against professional and general liability cases and uses a third party administrator and outside counsel to manage and defend the claims. The decrease in the reserve at
March 31, 2017
, reflects the legal and associated settlement amounts relieved from the accrual to be paid, see Note 15 -
Commitments and Contingencies
.
|
(Amounts in 000’s)
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Senior debt—guaranteed by HUD
|
|
$
|
34,286
|
|
|
$
|
34,473
|
|
Senior debt—guaranteed by USDA
(a)
|
|
20,831
|
|
|
22,518
|
|
||
Senior debt—guaranteed by SBA
(b)
|
|
2,293
|
|
|
2,319
|
|
||
Senior debt—bonds
|
|
7,145
|
|
|
7,145
|
|
||
Senior debt—other mortgage indebtedness
|
|
5,586
|
|
|
5,639
|
|
||
Other debt
|
|
1,479
|
|
|
1,063
|
|
||
Convertible debt
|
|
2,500
|
|
|
9,200
|
|
||
Subtotal
|
|
74,120
|
|
|
82,357
|
|
||
Deferred financing costs, net
|
|
(2,099
|
)
|
|
(2,196
|
)
|
||
Unamortized discount on bonds
|
|
(188
|
)
|
|
(191
|
)
|
||
Total debt
|
|
71,833
|
|
|
79,970
|
|
||
Less: current portion of debt
|
|
6,868
|
|
|
13,154
|
|
||
Notes payable and other debt, net of current portion
|
|
$
|
64,965
|
|
|
$
|
66,816
|
|
(a)
|
U.S. Department of Agriculture (“USDA”)
|
(b)
|
U.S. Small Business Administration (“SBA”)
|
(a)
|
Represents cash interest rates as of
March 31, 2017
as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from
0.08%
to
0.53%
per annum.
|
(b)
|
For the four skilled nursing facilities, the Company has term loans insured
70%
to
80%
by the USDA with financial institutions. The loans have an annual renewal fee for the USDA guarantee of
0.25%
of the guaranteed portion. The loans have prepayment penalties of
4%
to
6%
through 2016, which decline
1%
each year capped at
1%
for the remainder of the term.
|
(Amounts in 000’s)
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Facility
|
|
Lender
|
|
Maturity
|
|
Interest Rate
(a)
|
|
March 31, 2017
|
|
December 31, 2016
|
|||||||
Senior debt - bonds
|
|
|
|
|
|
|
|
|
|
|
|||||||
Eaglewood Bonds Series A
|
|
City of Springfield, Ohio
|
|
05/01/2042
|
|
Fixed
|
|
7.65%
|
|
$
|
6,610
|
|
|
$
|
6,610
|
|
|
Eaglewood Bonds Series B
|
|
City of Springfield, Ohio
|
|
05/01/2021
|
|
Fixed
|
|
8.50%
|
|
535
|
|
|
535
|
|
|||
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
7,145
|
|
|
$
|
7,145
|
|
(a)
|
Represents cash interest rates as of
March 31, 2017
as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing of approximately
0.26%
per annum.
|
(a)
|
Represents cash interest rates as of
March 31, 2017
as adjusted for applicable interest rate floor limitations, if applicable. The rates exclude amortization of deferred financing costs which range from
0.00%
to
0.86%
per annum.
|
(b)
|
On September 19, 2016, the Company obtained an option to extend the maturity date of the Quail Creek Credit Facility from September 2017 to September 2018, which management intends to exercise.
|
(Amounts in 000’s)
|
|
|
|
|
|
|
|
|
|
|
||||
Lender
|
|
Maturity
|
|
Interest Rate
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||
Other debt
|
|
|
|
|
|
|
|
|
|
|
||||
First Insurance Funding
|
|
02/28/2018
|
|
Fixed
|
|
3.99%
|
|
$
|
193
|
|
|
$
|
20
|
|
Key Bank
|
|
10/17/2017
|
|
Fixed
|
|
0.00%
|
|
495
|
|
|
496
|
|
||
Pharmacy Care of Arkansas
|
|
02/08/2018
|
|
Fixed
|
|
2.00%
|
|
422
|
|
|
547
|
|
||
South Carolina Department of Health & Human Services
(a)
|
|
02/24/2019
|
|
Fixed
|
|
5.75%
|
|
369
|
|
|
—
|
|
||
Total
|
|
|
|
|
|
|
|
$
|
1,479
|
|
|
$
|
1,063
|
|
(a)
|
On February 21, 2017, the South Carolina Department of Health and Human Services (“SCHHS”) issued fiscal year 2013 Medicaid audit reports for two facilities operated by the Company during 2013. In the fiscal year 2013 Medicaid audit reports, it was determined the Company owes an aggregate
$0.4 million
related to patient-care related payments made by the SCHHS during 2013. Repayment of the
$0.4 million
began on March 24, 2017 in the form of a two-year note bearing interest of
5.75%
per annum.
|
(Amounts in 000’s)
|
|
|
|
|
|
|
|
|
|
|
|||||
Facility
|
|
Maturity
|
|
Interest Rate
(a)
|
|
March 31, 2017
|
|
December 31, 2016
|
|||||||
Convertible debt
|
|
|
|
|
|
|
|
|
|
|
|||||
Issued July 2012
|
|
10/31/2017
|
|
Fixed
|
|
10.00%
|
|
$
|
1,500
|
|
|
$
|
1,500
|
|
|
Issued March 2015
(b) (c)
|
|
04/30/2017
|
|
Fixed
|
|
10.00%
|
|
1,000
|
|
|
7,700
|
|
|||
|
Total
|
|
|
|
|
|
|
|
$
|
2,500
|
|
|
$
|
9,200
|
|
(a)
|
Represents cash interest rates as of
March 31, 2017
. The rates exclude amortization of deferred financing costs which range from
0.25%
to
1.92%
per annum.
|
(b)
|
On December 8, 2016, the Company announced the Tender Offer for any and all of the 2015 Notes at a cash purchase price equal to
$1,000
per
$1,000
principal amount of the 2015 Notes purchased, plus accrued and unpaid interest to, but not including, the payment date. The Tender Offer expired on January 9, 2017, and
$6.7 million
in aggregate principal amount of the 2015 Notes were tendered and paid on January 10, 2017.
|
(c)
|
On April 30, 2017, the remaining
$1.0 million
in aggregate principal amount of the 2015 Notes outstanding was repaid (see Note 17
- Subsequent Events
).
|
Credit Facility
|
|
Balance at
March 31, 2017(000's) |
|
Subsidiary or Operator Level Covenant Requirement
|
|
Financial Covenant
|
|
Min/Max
Financial Covenant Required |
|
Financial
Covenant Metric Achieved |
|
|
|
Future
Financial Covenant Metric Required |
||
Congressional Bank - Mortgage Note - QC Property Holdings, LLC
|
|
$
|
4,401
|
|
|
Operator
|
|
Minimum Fixed Charge Coverage Ratio
|
|
1.1
|
|
0.3
|
|
(a)
|
|
1.1
|
|
|
|
|
Operator
|
|
Minimum Operator Occupancy
|
|
75%
|
|
70%
|
|
(a)
|
|
75%
|
||
|
|
|
|
Operator
|
|
Minimum Operator EBITDAR (000’s)
|
|
$563
|
|
$477
|
|
(a)
|
|
$642
|
(a)
|
Waiver for violation of covenant obtained.
|
For the twelve months ended March 31,
|
(Amounts in 000’s)
(a)
|
||
2018
|
$
|
6,890
|
|
2019
|
6,326
|
|
|
2020
|
1,960
|
|
|
2021
|
2,064
|
|
|
2022
|
2,161
|
|
|
Thereafter
|
54,719
|
|
|
Subtotal
|
$
|
74,120
|
|
Less: unamortized discounts
|
(188
|
)
|
|
Less: deferred financing costs, net
|
(2,099
|
)
|
|
Total notes and other debt
|
$
|
71,833
|
|
(a)
|
Excludes maturities for a Loan Agreement entered into May 1, 2017 (see Note 17 -
Subsequent Events - Meadowood Credit Facility
).
|
|
|
Three Months Ended March 31,
|
||||||
(Amounts in 000’s)
|
|
2017
|
|
2016
|
||||
Total revenues
|
|
$
|
—
|
|
|
$
|
—
|
|
Cost of services
|
|
409
|
|
|
520
|
|
||
Interest expense, net
|
|
4
|
|
|
8
|
|
||
Net loss
|
|
(413
|
)
|
|
(528
|
)
|
|
|
Three Months Ended March 31,
|
||||||
(Amounts in 000’s)
|
|
2017
|
|
2016
|
||||
Employee compensation:
|
|
|
|
|
||||
Restricted stock
|
|
$
|
118
|
|
|
$
|
246
|
|
Stock options
|
|
—
|
|
|
111
|
|
||
Warrants
|
|
60
|
|
|
85
|
|
||
Total employee stock-based compensation expense
|
|
$
|
178
|
|
|
$
|
442
|
|
Non-employee compensation:
|
|
|
|
|
||||
Board restricted stock
|
|
44
|
|
|
26
|
|
||
Board stock options
|
|
12
|
|
|
12
|
|
||
Total non-employee stock-based compensation expense
|
|
$
|
56
|
|
|
$
|
38
|
|
Total stock-based compensation expense
|
|
$
|
234
|
|
|
$
|
480
|
|
|
Three Months Ended March 31,
|
||||
|
2017
|
*
|
2016
|
||
Dividend yield
|
—
|
%
|
|
—
|
%
|
Expected volatility
|
—
|
%
|
|
41
|
%
|
Risk-free interest rate
|
—
|
%
|
|
1.43
|
%
|
Expected term (in years)
|
n/a
|
|
|
5.0
|
|
|
|
Number of Shares (000's)
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value (in 000's)
|
|||||
Outstanding, December 31, 2016
|
355
|
|
|
$
|
3.21
|
|
|
5.6
|
|
$
|
—
|
|
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
|
Forfeited
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
|
Expired
|
(22
|
)
|
|
$
|
3.93
|
|
|
|
|
|
||
Outstanding, March 31, 2017
|
333
|
|
|
$
|
3.17
|
|
|
4.8
|
|
$
|
—
|
|
|
Vested, March 31, 2017
|
298
|
|
|
$
|
3.08
|
|
|
4.5
|
|
$
|
—
|
|
|
Stock Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Exercise Price
|
Number of Shares
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Weighted Average Exercise Price
|
|
Vested, March 31, 2017
|
|
Weighted Average Exercise Price
|
||||||
$1.31 - $3.99
|
268
|
|
|
4.4
|
|
$
|
2.93
|
|
|
233
|
|
|
$
|
2.79
|
|
$4.00 - $4.30
|
65
|
|
|
6.4
|
|
$
|
4.12
|
|
|
65
|
|
|
$
|
4.12
|
|
Total
|
333
|
|
|
4.8
|
|
$
|
3.17
|
|
|
298
|
|
|
$
|
3.08
|
|
|
|
Number of Warrants (000's)
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value (in 000's)
|
|||||
Outstanding, December 31, 2016
|
1,887
|
|
|
$
|
3.58
|
|
|
4.1
|
|
$
|
11
|
|
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
|
Forfeited
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
|
Expired
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Outstanding, March 31, 2017
|
1,887
|
|
|
$
|
3.58
|
|
|
3.8
|
|
$
|
6
|
|
|
Vested, March 31, 2017
|
1,604
|
|
|
$
|
3.44
|
|
|
3.1
|
|
$
|
6
|
|
|
Warrants Outstanding
|
|
Warrants Exercisable
|
||||||||||||
Exercise Price
|
Number of Shares (000's)
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Weighted Average Exercise Price
|
|
Vested at March 31, 2017
|
|
Weighted Average Exercise Price
|
||||||
$0 - $1.99
|
218
|
|
|
0.6
|
|
$
|
1.82
|
|
|
218
|
|
|
$
|
1.82
|
|
$2.00 - $2.99
|
335
|
|
|
1.3
|
|
$
|
2.58
|
|
|
335
|
|
|
$
|
2.58
|
|
$3.00 - $3.99
|
500
|
|
|
2.5
|
|
$
|
3.59
|
|
|
500
|
|
|
$
|
3.59
|
|
$4.00 - $4.99
|
811
|
|
|
6.4
|
|
$
|
4.39
|
|
|
528
|
|
|
$
|
4.23
|
|
$5.00 - $5.90
|
23
|
|
|
6.1
|
|
$
|
5.90
|
|
|
23
|
|
|
$
|
5.90
|
|
Total
|
1,887
|
|
|
3.8
|
|
$
|
3.58
|
|
|
1,604
|
|
|
$
|
3.44
|
|
|
|
Number of Shares (000's)
|
|
Weighted Avg. Grant Date Fair Value
|
|||
Unvested, December 31, 2016
|
404
|
|
|
$
|
2.84
|
|
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
Vested
|
(37
|
)
|
|
$
|
2.14
|
|
|
Forfeited
|
(3
|
)
|
|
$
|
2.49
|
|
Unvested, March 31, 2017
|
364
|
|
|
$
|
2.91
|
|
|
|
Owned
|
|
Leased
|
|
Managed for Third Parties
|
|
Total
|
||||||||||||||||
|
|
Facilities
|
|
Beds/Units
|
|
Facilities
|
|
Beds/Units
|
|
Facilities
|
|
Beds/Units
|
|
Facilities
|
|
Beds/Units
|
||||||||
State
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
15
|
|
|
1,529
|
|
|
11
|
|
|
1,262
|
|
|
3
|
|
|
332
|
|
|
29
|
|
|
3,123
|
|
Facility Type
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Skilled Nursing
|
|
14
|
|
|
1,449
|
|
|
11
|
|
|
1,262
|
|
|
2
|
|
|
249
|
|
|
27
|
|
|
2,960
|
|
Assisted Living
|
|
1
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
80
|
|
Independent Living
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
83
|
|
|
1
|
|
|
83
|
|
Total
|
|
15
|
|
|
1,529
|
|
|
11
|
|
|
1,262
|
|
|
3
|
|
|
332
|
|
|
29
|
|
|
3,123
|
|
Operator Affiliation
|
|
Number of Facilities
(1)
|
|
Beds / Units
|
||
Beacon Health Management
|
|
7
|
|
|
585
|
|
C.R. Management
|
|
7
|
|
|
830
|
|
Wellington Health Services
|
|
4
|
|
|
641
|
|
Peach Health Group
|
|
3
|
|
|
252
|
|
Symmetry Healthcare
|
|
3
|
|
|
286
|
|
Southwest LTC
|
|
2
|
|
|
197
|
|
Subtotal
|
|
26
|
|
|
2,791
|
|
AdCare Managed
|
|
3
|
|
|
332
|
|
Total
|
|
29
|
|
|
3,123
|
|
(1)
|
Represents the number of facilities leased or subleased to separate tenants, of which each tenant is an affiliate of the entity named in the table above. For a more detailed discussion, see Note 7
- Leases
located in Part I, Item 1, of this Quarterly Report
|
|
|
Three Months Ended March 31,
|
|
|||||||||
(Amounts in 000’s)
|
|
2017
|
|
2016
|
|
Percent Change
|
|
|||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||
Rental revenues
|
|
$
|
5,775
|
|
|
$
|
6,849
|
|
|
(15.7
|
)%
|
|
Management fee and other revenues
|
|
360
|
|
|
233
|
|
|
54.5
|
%
|
|
||
Total revenues
|
|
6,135
|
|
|
7,082
|
|
|
(13.4
|
)%
|
|
||
Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Facility rent expense
|
|
2,171
|
|
|
2,179
|
|
|
(0.4
|
)%
|
|
||
Depreciation and amortization
|
|
1,135
|
|
|
1,713
|
|
|
(33.7
|
)%
|
|
||
General and administrative expenses
|
|
1,622
|
|
|
2,542
|
|
|
(36.2
|
)%
|
|
||
Other operating expenses
|
|
555
|
|
|
203
|
|
|
NM
|
|
|
||
Total expenses
|
|
5,483
|
|
|
6,637
|
|
|
(17.4
|
)%
|
|
||
Income from operations
|
|
652
|
|
|
445
|
|
|
46.5
|
%
|
|
||
Other expense:
|
|
|
|
|
|
|
|
|
|
|||
Interest expense, net
|
|
1,032
|
|
|
1,825
|
|
|
(43.5
|
)%
|
|
||
Loss on extinguishment of debt
|
|
63
|
|
|
—
|
|
|
NM
|
|
|
||
Other expense
|
|
95
|
|
|
42
|
|
|
NM
|
|
|
||
Total other expense, net
|
|
1,190
|
|
|
1,867
|
|
|
(36.3
|
)%
|
|
||
Income (loss) from continuing operations before income taxes
|
|
(538
|
)
|
|
(1,422
|
)
|
|
(62.2
|
)%
|
|
||
Income tax expense
|
|
1
|
|
|
—
|
|
|
NM
|
|
|
||
Income (loss) from continuing operations
|
|
(539
|
)
|
|
(1,422
|
)
|
|
(62.1
|
)%
|
|
||
Loss from discontinued operations, net of tax
|
|
(413
|
)
|
|
(528
|
)
|
|
(21.8
|
)%
|
|
||
Net loss
|
|
$
|
(952
|
)
|
|
$
|
(1,950
|
)
|
|
(51.2
|
)%
|
|
|
|
Three Months Ended March 31,
|
||||||
(Amounts in 000’s)
|
|
2017
|
|
2016
|
||||
Net cash provided by (used in) by operating activities - continuing operations
|
|
$
|
749
|
|
|
$
|
(941
|
)
|
Net cash used in operating activities - discontinued operations
|
|
(1,051
|
)
|
|
(639
|
)
|
||
Net cash provided by investing activities - continuing operations
|
|
1,320
|
|
|
4,145
|
|
||
Net cash used in investing activities - discontinued operations
|
|
—
|
|
|
(1
|
)
|
||
Net cash used in financing activities - continuing operations
|
|
(10,739
|
)
|
|
(2,752
|
)
|
||
Net cash used in financing activities - discontinued operations
|
|
(140
|
)
|
|
(268
|
)
|
||
Net change in cash and cash equivalents
|
|
(9,861
|
)
|
|
(456
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
14,045
|
|
|
2,720
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
4,184
|
|
|
$
|
2,264
|
|
Period
|
Total number of shares (or units) purchased
|
|
Average price paid per share (or unit)
|
|
Total number of shares (or units) purchased as part of publicly announced plans or programs
|
|
Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
|
|||||
Common Stock
|
|
|
|
|
|
|
|
|||||
January 1, 2017 - January 31, 2017
(1)
|
116,684
|
|
|
$
|
1.54
|
|
|
116,684
|
|
|
714,300
|
|
February 1, 2017 - February 28, 2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
714,300
|
|
March 1, 2017 - March 31, 2017
(2)
|
1,515
|
|
|
$
|
1.61
|
|
|
1,515
|
|
|
712,785
|
|
Total
|
118,199
|
|
|
$
|
1.54
|
|
|
118,199
|
|
|
712,785
|
|
•
|
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
|
Asset Purchase Agreement, dated March 8, 2017, by and between Meadowood Retirement Village, LLC, and Meadowood Properties, LLC, and AdCare Health Systems, Inc.
|
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
|
Certificate of Conversion of AdCare Health Systems, Inc.
|
Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed on December 18, 2013
|
3.3
|
Certificate for Conversion for Entities Converting Within or Off the Records of the Ohio Secretary of State.
|
Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on December 18, 2013
|
3.4
|
Articles of Incorporation of AdCare Health Systems, Inc., filed with the Secretary of State of the State of Georgia on December 12, 2013
|
Incorporated by reference to Exhibit 3.3 of the Registrant’s Current Report on Form 8-K filed on December 27, 2013
|
3.5
|
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.
|
Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on December 27, 2013
|
3.6
|
Bylaws of AdCare Health Systems, Inc.
|
Incorporated by reference to Exhibit 3.4 of the Registrant’s Current Report on Form 8-K filed on December 27, 2013
|
3.7
|
Amendment No. 1 to the Bylaws of AdCare Health Systems, Inc.
|
Incorporated by reference to Exhibit 3.7 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013
|
3.8
|
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.
|
Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on April 13, 2015
|
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
|
Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on June 2, 2015
|
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.
|
Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on December 14, 2015
|
3.11
|
Amendment No. 2 to the Bylaws of AdCare Health Systems, Inc.
|
Incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed on December 14, 2015
|
3.12
|
Amendment No. 3 to the Bylaws of AdCare Health Systems, Inc.
|
Incorporated by reference to Exhibit 3.12 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016
|
4.1
|
Specimen Common Stock Certificate of AdCare Health Systems, Inc.
|
Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on December 18, 2013
|
4.2*
|
2004 Stock Option Plan of AdCare Health Systems, Inc.
|
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
|
4.3*
|
2005 Stock Option Plan of AdCare Health Systems, Inc.
|
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
|
4.4*
|
AdCare Health Systems, Inc. 2011 Stock Incentive Plan
|
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
|
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
|
4.6*
|
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
|
4.7
|
Form of 8% Subordinated Convertible Note Due 2015 issued by AdCare Health Systems, Inc.
|
Incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed July 5, 2012
|
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
|
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
|
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
|
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
|
10.1
|
Lease Agreement, dated March 22, 2017, by and between Meadowood Property Holdings, LLC and CRM of Meadowood, LLC
|
Filed herewith
|
10.2
|
Amendment to Promissory Note, dated April 7, 2017, issued by OS Tybee, LLC, SB Tybee, LLC and JV Jeffersonville, LLC, in favor of AdCare Health Systems, Inc.
|
Filed herewith
|
10.3
|
Loan Agreement, dated May 1, 2017, between Meadowood Property Holdings, LLC and the Exchange Bank of Alabama in the original amount of $4.1 million
|
Filed herewith
|
10.4
|
Guaranty Agreement, dated April 6, 2017, executed by AdCare Health Systems, Inc in favor of
CONGRESSIONAL BANK, a Maryland chartered commercial bank
|
Filed herewith
|
31.1
|
Certification of CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act
|
Filed herewith
|
32.1
|
Certification of CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act
|
Filed herewith
|
101
|
The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2017 (unaudited) and December 31, 2016; (ii) Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016 (unaudited); (iii) Consolidated Statements of Stockholders’ Deficit for the three months ended March 31, 2017 (unaudited); (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016 (unaudited); and (v) the Notes to Consolidated Financial Statements (unaudited).
|
Filed herewith
|
|
|
|
ADCARE HEALTH SYSTEMS, INC.
|
|
|
|
(Registrant)
|
|
|
|
|
Date:
|
May 15, 2017
|
|
/s/ Allan J. Rimland
|
|
|
|
Allan J. Rimland
|
|
|
|
Chief Executive Officer, Chief Financial Officer, President and Corporate Secretary (Principal Executive and Financial Officer)
|
|
|
|
|
Date:
|
May 15, 2017
|
|
/s/ E. Clinton Cain
|
|
|
|
E. Clinton Cain
|
|
|
|
Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)
|
1 Year Adcare Health Systems (GA) (delisted) Chart |
1 Month Adcare Health Systems (GA) (delisted) Chart |
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