AdCare Health Systems, Inc. (NYSEMKT:ADK) Files An 8-K Results of Operations and Financial Condition
Item 2.02. Results of Operations and Financial Condition.
On April 3, 2017, AdCare Health Systems, Inc. (the Company) filed a
Form 12b-25 (the Form 12b-25) with the U.S. Securities and Exchange
Commission (the SEC) in connection with the Company’s Form 10-K
for the year ended December 31, 2016 (the Annual Report). The Form
12b-25 included certain financial results for such period. The
portion of the Form 12b-25 containing the financial results is
furnished herewith as Exhibit 99.1 to this Current Report.
Form 12b-25 (the Form 12b-25) with the U.S. Securities and Exchange
Commission (the SEC) in connection with the Company’s Form 10-K
for the year ended December 31, 2016 (the Annual Report). The Form
12b-25 included certain financial results for such period. The
portion of the Form 12b-25 containing the financial results is
furnished herewith as Exhibit 99.1 to this Current Report.
The information provided to this Item 2.02 of this Current Report,
including Exhibit 99.1, is furnished and shall not be deemed to be
filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the Exchange Act), or otherwise subject to the
liabilities of such section, and shall not be incorporated by
reference in any filing made by the Company under the Exchange Act
or the Securities Act of 1933, as amended (the Securities Act),
except to the extent expressly set forth by specific reference in
any such filings.
including Exhibit 99.1, is furnished and shall not be deemed to be
filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the Exchange Act), or otherwise subject to the
liabilities of such section, and shall not be incorporated by
reference in any filing made by the Company under the Exchange Act
or the Securities Act of 1933, as amended (the Securities Act),
except to the extent expressly set forth by specific reference in
any such filings.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Changes in
Fiscal Year. |
Effective April 2, 2017, the Companys Board of Directors (the
Board) amended the first sentence of Section 3.06 of the Companys
Bylaws (the Bylaws) to clarify that a Board committee may consist
of one Board member. Prior to such amendment, the first sentence of
Section 3.06 of the Bylaws read as follows: The Board of Directors
by resolution may create one or more committees and appoint members
of the Board of Directors to serve on such committees at the
discretion of the Board of Directors. As a result of such
amendment, the first sentence of Section 3.06 of the Bylaws now
reads as follows: The Board of Directors by resolution may create
one or more committees and appoint one or more members of the Board
of Directors to serve on such committees at the discretion of the
Board of Directors. A copy of the amendment to the Bylaws is filed
as Exhibit 99.2 to this Current Report and incorporated herein by
reference.
Board) amended the first sentence of Section 3.06 of the Companys
Bylaws (the Bylaws) to clarify that a Board committee may consist
of one Board member. Prior to such amendment, the first sentence of
Section 3.06 of the Bylaws read as follows: The Board of Directors
by resolution may create one or more committees and appoint members
of the Board of Directors to serve on such committees at the
discretion of the Board of Directors. As a result of such
amendment, the first sentence of Section 3.06 of the Bylaws now
reads as follows: The Board of Directors by resolution may create
one or more committees and appoint one or more members of the Board
of Directors to serve on such committees at the discretion of the
Board of Directors. A copy of the amendment to the Bylaws is filed
as Exhibit 99.2 to this Current Report and incorporated herein by
reference.
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Item 7.01
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Regulation FD.
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As previously disclosed in the Form 12b-25, it has come to the
attention of the Board that, in connection with his hiring as Chief
Executive Officer, William McBride III indicated he had an MBA
degree which he does not. This information was published in a press
release issued by the Company in 2014 and furnished to the SEC as
an exhibit to a Current Report on Form 8-K, and subsequently
included on the Companys website. On April 2, 2017, the Board
established an independent committee of the Board (the Special
Committee) to conduct an internal investigation with respect to the
circumstances surrounding the inaccurate representation of Mr.
McBrides educational credentials and related matters (the Internal
Investigation). Since such time, the Special Committee has engaged
independent legal counsel to assist it in conducting the Internal
Investigation. The Company will not be able to file its Annual
Report until the Special Committee completes the Internal
Investigation and the Annual Report is finalized as appropriate.
attention of the Board that, in connection with his hiring as Chief
Executive Officer, William McBride III indicated he had an MBA
degree which he does not. This information was published in a press
release issued by the Company in 2014 and furnished to the SEC as
an exhibit to a Current Report on Form 8-K, and subsequently
included on the Companys website. On April 2, 2017, the Board
established an independent committee of the Board (the Special
Committee) to conduct an internal investigation with respect to the
circumstances surrounding the inaccurate representation of Mr.
McBrides educational credentials and related matters (the Internal
Investigation). Since such time, the Special Committee has engaged
independent legal counsel to assist it in conducting the Internal
Investigation. The Company will not be able to file its Annual
Report until the Special Committee completes the Internal
Investigation and the Annual Report is finalized as appropriate.
Also as previously disclosed in the Form 12b-25, as a result of the
delay in filing the Annual Report, the Company is not in compliance
with covenants under certain of its debt agreements that require
the delivery of the Companys 2016 audited financial statements by
March 31, 2017. The Company has initiated discussions with the
applicable lenders to waive its noncompliance with the financial
statement delivery requirement (collectively, the Waivers).
Although the Company currently believes that it will obtain the
Waivers from the applicable lenders, there is no assurance that
this will be the case. If the Company is unable to obtain the
Waiver with respect to any debt agreement, then the lender with
respect thereto may take such adverse actions against the Company
as permitted under the
delay in filing the Annual Report, the Company is not in compliance
with covenants under certain of its debt agreements that require
the delivery of the Companys 2016 audited financial statements by
March 31, 2017. The Company has initiated discussions with the
applicable lenders to waive its noncompliance with the financial
statement delivery requirement (collectively, the Waivers).
Although the Company currently believes that it will obtain the
Waivers from the applicable lenders, there is no assurance that
this will be the case. If the Company is unable to obtain the
Waiver with respect to any debt agreement, then the lender with
respect thereto may take such adverse actions against the Company
as permitted under the
applicable debt agreement, which could have a material adverse
effect on the Companys financial condition and results of
operations.
effect on the Companys financial condition and results of
operations.
The information provided to this Item 7.01 of this Current Report
is furnished and shall not be deemed to be filed for purposes of
Section 18 of the Securities Act, or otherwise subject to the
liabilities of such section, and shall not be incorporated by
reference in any filing made by the Company under the Exchange
Act or the Securities Act, except to the extent expressly set
forth by specific reference in any such filings.
is furnished and shall not be deemed to be filed for purposes of
Section 18 of the Securities Act, or otherwise subject to the
liabilities of such section, and shall not be incorporated by
reference in any filing made by the Company under the Exchange
Act or the Securities Act, except to the extent expressly set
forth by specific reference in any such filings.
Forward Looking Statements.
This Current Report contains forward-looking statements within
the meaning Section 27A of the Securities Act and Section 21E of
the Exchange Act, including, without limitation, the Companys
expectations as to the timing and outcome of the Internal
Investigation and the filing of the Annual Report. These
forward-looking statements involve risks and uncertainties, and
actual results could vary materially from these forward-looking
statements. Factors that may cause future results to differ
materially from managements current expectations include, among
other things, the discovery of additional information relevant to
the Internal Investigation; the conclusions of the Special
Committee (and the timing of the conclusions) concerning matters
relating to the Internal Investigation; the timing of the review
by, and the conclusions of, the Companys independent registered
public accounting firm regarding the Internal Investigation and
the Companys financial statements; the risk that the completion
and filing of the Annual Report will take longer than expected;
the risk that the Company will be unable to file the Annual
Report within the extension period of 15 calendar days provided
under Rule 12b-25 of the Exchange Act; and the risk that the
Waivers will not be obtained. The Company disclaims any
obligation to update information contained in these
forward-looking statements whether as a result of new
information, future events, or otherwise.
the meaning Section 27A of the Securities Act and Section 21E of
the Exchange Act, including, without limitation, the Companys
expectations as to the timing and outcome of the Internal
Investigation and the filing of the Annual Report. These
forward-looking statements involve risks and uncertainties, and
actual results could vary materially from these forward-looking
statements. Factors that may cause future results to differ
materially from managements current expectations include, among
other things, the discovery of additional information relevant to
the Internal Investigation; the conclusions of the Special
Committee (and the timing of the conclusions) concerning matters
relating to the Internal Investigation; the timing of the review
by, and the conclusions of, the Companys independent registered
public accounting firm regarding the Internal Investigation and
the Companys financial statements; the risk that the completion
and filing of the Annual Report will take longer than expected;
the risk that the Company will be unable to file the Annual
Report within the extension period of 15 calendar days provided
under Rule 12b-25 of the Exchange Act; and the risk that the
Waivers will not be obtained. The Company disclaims any
obligation to update information contained in these
forward-looking statements whether as a result of new
information, future events, or otherwise.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
99.1 Portion of Form 12b-25 filed by AdCare Health Systems, Inc.
on April 3, 2017.
on April 3, 2017.
99.2 Amendment No. 3 to Bylaws of AdCare Health Systems, Inc.,
effective April 2, 2017.
effective April 2, 2017.
About AdCare Health Systems, Inc. (NYSEMKT:ADK)
AdCare Health Systems, Inc., through its subsidiaries, is a self-managed real estate investment company that invests in real estate purposed for long-term care and senior living. The Company’s business principally consists of leasing and subleasing such facilities to third-party tenants, which operate the facilities. The Company owns, leases, or manages for third parties approximately 40 facilities mainly in the Southeast. Its portfolio consists of over 30 skilled nursing facilities, approximately two assisted living facilities and an independent living facility. The Company’s facilities provide a range of healthcare and related services to patients and residents, including skilled nursing and assisted living services, social services, various therapy services, and other rehabilitative and healthcare services for both long-term and short-stay patients and residents. AdCare Health Systems, Inc. (NYSEMKT:ADK) Recent Trading Information
AdCare Health Systems, Inc. (NYSEMKT:ADK) closed its last trading session up +0.05 at 1.17 with 108,702 shares trading hands.
