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These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
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We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
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(Mark One)
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2014
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
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For the transition period from to
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Georgia
(State or other jurisdiction of
incorporation or organization)
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31-1332119
(I.R.S. Employer
Identification No.)
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1145 Hembree Road, Roswell, GA
(Address of principal executive offices)
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30076-1122
(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, no par value
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NYSE MKT
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Preferred Stock, no par value
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NYSE MKT
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Large accelerated filer
o
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Accelerated filer
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Non-accelerated filer
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(Do not check if a
smaller reporting company)
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Smaller reporting company
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Page
Number
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Our ability to lease our healthcare properties on favorable terms and to otherwise transition successfully from an owner/operator of healthcare properties to a healthcare property holding and leasing company;
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The significant amount of our indebtedness, our ability to service our indebtedness and our ability to refinance our indebtedness on favorable terms;
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Covenants in our debt agreements that may restrict our ability to pay dividends, make investments, incur additional indebtedness and refinance indebtedness on favorable terms;
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Our ability to raise capital through equity and debt financings;
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The availability and cost of capital;
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Increases in market interest rates;
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Our dependence on the operating success of our tenants;
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The effect of increasing healthcare regulation and enforcement on us and our tenants and the dependence by us and our tenants on reimbursement from governmental and other third-party payors;
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The impact of litigation and rising insurance costs on our business and that of our tenants;
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The effect of our tenants declaring bankruptcy or becoming insolvent;
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Our ability to find replacement tenants as needed;
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The impact of required regulatory approvals of transfers of healthcare properties;
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Our ability to successfully engage in strategic acquisitions;
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Competition in the acquisition and ownership of healthcare properties;
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The relatively illiquid nature of real estate investments;
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The loss of key management personnel or other employees; and
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Uninsured or underinsured losses affecting our properties and the possibility of environmental compliance costs and liabilities.
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December 31,
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2014
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2013
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Cumulative number of facilities
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32
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39
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Cumulative number of operational beds
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3,605
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3,908
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Number of Facilities
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State
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Number of
Operational Beds/Units |
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Owned
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Leased
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Managed
for Third Parties |
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Total
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Arkansas
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1,041
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10
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—
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—
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10
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Georgia
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1,376
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3
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5
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1
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9
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North Carolina
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106
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1
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—
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—
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1
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Ohio
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705
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4
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1
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3
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8
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Oklahoma
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197
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2
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—
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—
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2
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South Carolina
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180
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2
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—
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—
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2
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Total
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3,605
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22
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6
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4
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32
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Facility Type
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Skilled Nursing
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3,410
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20
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6
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3
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29
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Assisted Living
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112
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2
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—
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—
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2
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Independent Living
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83
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—
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—
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1
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1
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Total
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3,605
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22
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6
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4
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32
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December 31,
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2014
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2013
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Cumulative number of facilities leased and subleased to third-parties
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8
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3
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Cumulative number of operational beds
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820
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252
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Number of Facilities Leased and Subleased to Third-Parties
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State
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Number of
Operational Beds/Units |
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Owned Facilities
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Leased Facilities
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Total Leased and Subleased Facilities
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Alabama
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304
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2
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—
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2
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Georgia
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516
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1
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5
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6
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Total
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820
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3
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5
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8
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Year Ended December 31,
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Annual Revenue by Payor (000's)
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2014
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2013
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Medicaid
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$
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96,491
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$
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95,583
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Medicare
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62,696
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57,015
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Other
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30,802
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30,179
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Management fees
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1,493
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2,097
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Rental revenue
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$
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1,832
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$
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876
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Total
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$
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193,314
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$
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185,750
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•
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Enhanced CMPs and Escrow Provisions.
PPACA includes expanded civil monetary penalty ("CMP") and related provisions applicable to all Medicaid and Medicare providers. CMS rules adopted to implement applicable provisions of PPACA also provide that assessed CMPs may be collected and placed in whole or in part into an escrow account pending final disposition of the applicable administrative and judicial appeals process. To the extent our businesses are assessed large CMPs that are collected and placed into an escrow account pending lengthy appeals, such actions could adversely affect our business, financial condition and results of operations.
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Nursing Home Transparency Requirements.
In addition to expanded CMP provisions, PPACA imposes new transparency requirements for Medicare-participating nursing facilities. In addition to previously required disclosures regarding a facility's owners, management, and secured creditors, PPACA expanded the required disclosures to include information regarding the facility's organizational structure, additional information on officers, directors, trustees, and "managing employees" of the facility (including their names, titles, and start dates of services), and information regarding certain parties affiliated with the facility. The transparency provisions could result in the potential for greater government scrutiny and oversight of the ownership and investment structure for skilled nursing facilities, as well as more extensive disclosure of entities and individuals that comprise part of skilled nursing facilities' ownership and management structure.
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Suspension of Payments During Pending Fraud Investigations.
PPACA provides the federal government with expanded authority to suspend Medicaid and Medicare payments if a provider is investigated for allegations or issues of fraud. This suspension authority creates a new mechanism for the federal government to suspend both Medicaid and Medicare payments for allegations of fraud, independent of whether a state exercises its authority to suspend Medicaid payments pending a fraud
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Overpayment Reporting and Repayment; Expanded False Claims Act Liability.
PPACA enacted several important changes that expand potential liability under the federal False Claims Act. Overpayments related to services provided to both Medicaid and Medicare beneficiaries must be reported and returned to the applicable payor within specified deadlines, or else they are considered obligations of the provider for purposes of the federal False Claims Act. This new provision substantially tightens the repayment and reporting requirements generally associated with the operations of health care providers to avoid False Claims Act exposure.
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Home and Community Based Services.
PPACA provides that states can provide home and community-based attendant services and support through the Community First Choice State plan option. States choosing to provide home and community-based services under this option must make them available to assist with activities of daily living, instrumental activities of daily living and health-related tasks under a plan of care agreed upon by the individual and his/her representative. For states that elect to make coverage of home and community-based services available through the community First Choice State plan option, the percentage of the state's Medicaid expenses paid by the federal government will increase by six percentage points. PPACA also includes additional measures related to the expansion of community and home-based services and authorizes states to expand coverage of community and home-based services to individuals who would not otherwise be eligible for them. The expansion of home and community-based services could reduce the demand for the facility-based services that we provide.
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Health Care-Acquired Conditions.
PPACA provides that the Secretary of Department of Health and Human Services ("DHHS") must prohibit payments to states for any amounts expended for providing medical assistance for certain medical conditions acquired during the patient's receipt of health care services. CMS adopted a final rule to implement this provision of PPACA in the third quarter of 2011. The rule prohibits states from making payments to providers under the Medicaid program for conditions that are deemed to be reasonably preventable. It uses Medicare's list of preventable conditions in inpatient hospital settings as the base (adjusted for the differences in the Medicaid and Medicare populations) and provides states the flexibility to identify additional preventable conditions and settings for which Medicaid payments will be denied.
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Value-Based Purchasing.
PPACA requires the DHHS to develop a plan to implement a value-based purchasing ("VBP") program for payments under the Medicare program for skilled nursing facilities and to submit a report containing the plan to Congress. The intent of the provision is to potentially reconfigure how Medicare pays for health care services, moving the program towards rewarding better value, outcomes, and innovations, instead of volume. According to the plan submitted to Congress in June 2012, the funding for the VBP program could come out of payment withholds from poor-performing skilled nursing facilities or by holding back a portion of the base payment rate or the annual update for all skilled nursing facilities. If a VBP program is ultimately implemented, it is uncertain what effect it would have upon skilled nursing facilities, but its funding or other provisions could negatively affect them.
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Voluntary Pilot Program - Bundled Payments.
To support the policies of making all providers responsible during an episode of care and rewarding value over volume, HHS will establish, test and evaluate alternative payment methodologies for Medicare services through a five-year, national, voluntary pilot program starting in 2013. This program will provide incentives for providers to coordinate patient care across the continuum and to be jointly accountable for an entire episode of care centered around a hospitalization. HHS will develop qualifying provider payment methods that may include bundled payments and bids from entities for episodes of care that begins three days prior to hospitalization and spans 30 to 90 days following discharge. Payments for items and services cannot result in spending more than would otherwise be expended for such entities if the pilot program were not implemented. Payment arrangements among providers participating in the bundled payment must navigate regulatory compliance under the Anti-kickback Law, the Stark Law and the Civil Monetary Penalties Law and the related waivers. This pilot program may expand in 2016 if expansion would reduce Medicare spending without also reducing quality of care.
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Anti-Kickback Statute Amendments.
PPACA amended the Anti-Kickback Statute so that: (i) a claim that includes items or services violating the Anti-Kickback Statute also would constitute a false or fraudulent claim under the federal False Claims Act; and (ii) the intent required to violate the Anti-Kickback Statute is lowered such that a person need not have actual knowledge or specific intent to violate the Anti-Kickback Statute in order for a violation to be deemed to have occurred. These modifications of the Anti-Kickback Statute could expose us to greater risk of inadvertent violations of the statute and to related liability under the federal False Claims Act.
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Accountable Care Organizations.
PPACA authorized CMS to enter into contracts with Accountable Care Organizations (ACOs), which are entities of providers and suppliers organized to deliver services to Medicare beneficiaries and eligible to
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an obligation to refund amounts previously paid to us pursuant to the Medicare or Medicaid programs or from private payors, in amounts that could be material to our business;
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state or federal agencies imposing fines, penalties and other sanctions on us;
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loss of our right to participate in the Medicare or Medicaid programs or one or more private payor networks;
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an increase in private litigation against us; and
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harm to our reputation in various markets.
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the extent of investor interest;
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our financial performance and that of our operators;
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general stock and bond market conditions; and
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other factors such as governmental regulatory action.
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our lack of, or our limited, prior business experience with certain of the operators of the facilities we own or may acquire in the future;
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the facilities may underperform due to various factors, including unfavorable terms and conditions of the lease agreements, disruptions caused by the management of the operators of the facilities or changes in economic conditions impacting the facilities or the operators;
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diversion of our management’s attention away from other business concerns;
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exposure to any undisclosed or unknown potential liabilities relating to the facilities; and
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potential underinsured losses on the facilities.
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increase our vulnerability to adverse changes in general economic, industry and competitive conditions;
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limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business plan or other general corporate purposes on satisfactory terms or at all;
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require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;
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limit our ability to make acquisitions or take advantage of business opportunities that may arise;
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expose us to fluctuations in interest rates to the extent our borrowings bear variable rates of interest;
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and
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place us at a competitive disadvantage compared to our competitors that have less debt.
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general liability, property and casualty losses, some of which may be uninsured;
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the inability to purchase or sell our assets rapidly to respond to changing economic conditions, due to the illiquid nature of real estate and the real estate market;
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leases that are not renewed or are renewed at lower rental amounts at expiration;
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costs relating to maintenance and repair of our facilities and the need to make expenditures due to changes in governmental regulations, including the Americans with Disabilities Act;
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environmental hazards created by prior owners or occupants, existing tenants, mortgagors or other persons for which we may be liable;
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acts of God affecting our healthcare properties; and
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acts of terrorism affecting our healthcare properties.
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leasing our currently-owned healthcare properties, and subleasing our currently-leased healthcare properties, on a triple net basis;
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reducing our financial leverage;
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renegotiating and restructuring certain of our other corporate level indebtedness to reduce the cost of capital;
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refinancing our facility level mortgage indebtedness with lower-cost financing guaranteed by HUD.
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increase our vulnerability to general adverse economic and industry conditions;
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require us to dedicate a substantial portion of cash flows from operations to interest and principal payments on outstanding debt, thereby limiting the availability of cash flow to fund working capital and other general corporate requirements;
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limit our flexibility in planning for, or reacting to, changes in our business and industry;
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place us at a competitive disadvantage compared with our competitors that have less debt; and
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limit our ability to borrow additional funds, even when necessary to maintain adequate liquidity.
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variations in our operating results;
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changes in our financial condition, performance and prospects;
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changes in general economic and market conditions;
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the departure of any of our key executive officers and directors;
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announcements by us or our competitors of significant acquisitions, strategic partnerships, or transactions;
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press releases or negative publicity relating to us or our competitors or relating to trends in health care;
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government action or regulation, including changes in federal, state, and local health-care regulations to which we are subject;
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the level and quality of securities analysts' coverage for our stock;
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changes in financial estimates or recommendations by securities analysts with respect to us or our competitors; and
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with respect to our common stock, future sales of our common stock.
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prevailing interest rates, increases in which may have an adverse effect on the market price of our Series A Preferred Stock;
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trading prices of preferred equity securities issued by other companies in the industry;
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the annual yield from distributions on our Series A Preferred Stock as compared to yields on other financial instruments; and
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our issuance of additional preferred equity or debt securities.
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a requirement that special meetings of shareholders be called by our Board of Directors, the Chairman, the President, or the holders of shares with voting power of at least 25%;
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staggered terms among our directors with three classes of directors and only one class to be elected each year;
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advance notice requirements for shareholder proposals and nominations; and
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availability of "blank check" preferred stock.
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Healthcare Reform
. The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “Healthcare Reform Law”), which were signed into law in March 2010, represent the most comprehensive change to healthcare benefits since the inception of the Medicare program in 1965 and affect reimbursement for governmental programs, private insurance and employee welfare benefit plans in various ways. Among other things, the Healthcare Reform Law expands Medicaid eligibility, requires most individuals to have health insurance, establishes new regulations for health plans, creates health insurance exchanges, and modifies certain payment systems to encourage more cost-effective care and a reduction of inefficiencies and waste, including through new tools to address fraud and abuse. We cannot accurately predict the impact of the Healthcare Reform Law on our operators or their ability to meet their obligations to us.
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Reimbursement; Medicare and Medicaid
. A significant portion of the revenue of the healthcare operators to which we lease, or will lease, properties is, or will be, derived from governmentally-funded reimbursement programs, primarily Medicare and Medicaid. Failure to maintain certification in these programs would result in a loss of funding from such programs and could negatively impact an operator’s ability to meet its obligations to us.
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Quality of Care Initiatives
. The Center for Medicare and Medicaid Services (“CMS”) has implemented a number of initiatives focused on the quality of care provided by nursing homes that could affect our operators. Any unsatisfactory rating of our operators under any rating system promulgated by the CMS could result in the loss of residents or lower reimbursement rates, which could adversely impact their revenues and our business.
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Licensing and Certification
. Healthcare operators are subject to various federal, state and local licensing and certification laws and regulations, including laws and regulations under Medicare and Medicaid requiring operators to comply with extensive standards governing operations. Governmental agencies administering these laws and regulations regularly inspect facilities and investigate complaints. Failure to obtain any required licensure or certification, the loss or suspension of any required licensure or certification, or any violations or deficiencies with respect to relevant operating standards may require a facility to cease operations or result in ineligibility for reimbursement until the necessary licenses or certifications are obtained or reinstated or until any such violations or deficiencies are cured. In such event, our revenues from these facilities could be reduced or eliminated for an extended period of time or permanently.
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Fraud and Abuse Laws and Regulations
. There are various federal and state civil and criminal laws and regulations governing a wide array of healthcare provider referrals, relationships and arrangements, including laws and regulations prohibiting fraud by healthcare providers. Many of these complex laws raise issues that have not been clearly interpreted by the relevant governmental authorities and courts. In addition, federal and state governments are devoting increasing attention and resources to anti-fraud initiatives against healthcare providers. The violation of any of these laws or regulations by any of our operators may result in the imposition of fines or other penalties, including exclusion from Medicare, Medicaid and all other federal and state healthcare programs. Such fines or penalties could jeopardize an operator’s ability to make lease payments to us or to continue operating its facility,
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Privacy Laws
. Healthcare operators are subject to federal, state and local laws and regulations designed to protect the privacy and security of patient health information. These laws and regulations require operators to expend the requisite resources to protect and secure patient health information, including the funding of costs associated with technology upgrades. Operators found in violation of these laws may face large penalties. In addition, compliance with an operator’s notification requirements in the event of a breach of unsecured protected health information could cause reputational harm to an operator’s business. Such penalties and damaged reputation could adversely affect an operator’s ability to meet its obligations to us.
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Other Laws
. Other federal, state and local laws and regulations affect how operators conduct their business. We cannot accurately predict the effect that the costs of complying with these laws may have on the revenues of our operators and, thus, their ability to meet their obligations to us.
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Legislative and Regulatory Developments
. Each year, legislative and regulatory proposals are introduced at the federal, state and local levels that, if adopted, would result in major changes to the healthcare system in addition to those described herein. We cannot accurately predict whether any proposals will be adopted and, if adopted, what effect (if any) these proposals would have on our operators or our business.
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December 31,
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2014
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2013
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Cumulative number of facilities
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32
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39
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Cumulative number of operational beds
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3,605
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3,908
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|
|
|
|
|
|
Number of Facilities
|
|||||||||||
|
State
|
|
Number of
Operational Beds/Units |
|
Owned
|
|
Leased
|
|
Managed
for Third Parties |
|
Total
|
|||||
|
Arkansas
|
|
1,041
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
Georgia
|
|
1,376
|
|
|
3
|
|
|
5
|
|
|
1
|
|
|
9
|
|
|
North Carolina
|
|
106
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
Ohio
|
|
705
|
|
|
4
|
|
|
1
|
|
|
3
|
|
|
8
|
|
|
Oklahoma
|
|
197
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
South Carolina
|
|
180
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
Total
|
|
3,605
|
|
|
22
|
|
|
6
|
|
|
4
|
|
|
32
|
|
|
Facility Type
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Skilled Nursing
|
|
3,410
|
|
|
20
|
|
|
6
|
|
|
3
|
|
|
29
|
|
|
Assisted Living
|
|
112
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
Independent Living
|
|
83
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
Total
|
|
3,605
|
|
|
22
|
|
|
6
|
|
|
4
|
|
|
32
|
|
|
|
|
December 31,
|
||||
|
|
|
2014
|
|
2013
|
||
|
Cumulative number of facilities leased and subleased to third-parties
|
|
8
|
|
|
3
|
|
|
Cumulative number of operational beds
|
|
820
|
|
|
252
|
|
|
|
|
|
|
Number of Facilities Leased and Subleased to Third-Parties
|
||||||||
|
State
|
|
Number of
Operational Beds/Units |
|
Owned
|
|
Leased
|
|
Total
|
||||
|
Alabama
|
|
304
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
Georgia
|
|
516
|
|
|
1
|
|
|
5
|
|
|
6
|
|
|
Total
|
|
820
|
|
|
3
|
|
|
5
|
|
|
8
|
|
|
"ADK"
|
|
|
|
High
|
|
Low
|
||||
|
2014
|
|
First Quarter
|
|
$
|
4.67
|
|
|
$
|
4.00
|
|
|
|
|
Second Quarter
|
|
$
|
4.70
|
|
|
$
|
3.65
|
|
|
|
|
Third Quarter
|
|
$
|
5.05
|
|
|
$
|
4.22
|
|
|
|
|
Fourth Quarter
|
|
$
|
4.77
|
|
|
$
|
3.58
|
|
|
|
|
|
|
|
|
|
||||
|
2013
|
|
First Quarter
|
|
$
|
5.12
|
|
|
$
|
3.66
|
|
|
|
|
Second Quarter
|
|
$
|
6.26
|
|
|
$
|
3.85
|
|
|
|
|
Third Quarter
|
|
$
|
4.98
|
|
|
$
|
3.82
|
|
|
|
|
Fourth Quarter
|
|
$
|
4.50
|
|
|
$
|
3.62
|
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
|
Plan Category
|
|
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights
|
|
Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights
|
|
Number of
Securities Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities Reflected
in Column (a))
|
||||
|
Equity compensation plans approved by security holders
(1)
|
|
934,594
|
|
|
$
|
4.91
|
|
|
471,526
|
|
|
Equity compensation plans not approved by security holders
(2)
|
|
2,716,332
|
|
|
$
|
3.45
|
|
|
—
|
|
|
Total
|
|
3,650,926
|
|
|
$
|
3.82
|
|
|
471,526
|
|
|
(1)
|
Represents options issued pursuant to the: (i) AdCare Health Systems, Inc. 2011 Stock Incentive Plan and (ii) 2005 Stock Option Plan of AdCare Health Systems, Inc. which were all approved by our shareholders.
|
|
(2)
|
Represents warrants issued outside of our shareholder approved plans as described below:
|
|
•
|
On November 16, 2007, we issued to our Board of Directors, as partial consideration for serving on our Board, ten-year warrants to purchase 649,000 shares of our common stock at exercise prices ranging from $1.21 to $4.00. These warrants were subject to certain anti-dilution adjustments, and, therefore, were adjusted in October 2010, October 2011, and October 2012 for a 5% stock dividend in each year. During 2014, 4,630 warrants were exercised. As a result, the warrants now represent the right to purchase 746,670 shares at exercise prices ranging from $1.04 to $3.43 per share.
|
|
•
|
On November 16, 2007, we issued to members of our management team, as incentive compensation, ten‑year warrants to purchase 83,275 shares of our common stock at exercise prices ranging from $1.21 to $4.00. These warrants were subject to certain anti-dilution adjustments, and, therefore, were adjusted in October 2010, October 2011, and October 2012 for a 5% stock dividend in each year. As a result, the warrants now represent the right to purchase 96,401 shares at exercise prices ranging from $1.04 to $3.43 per share.
|
|
•
|
On September 24, 2009, we issued to Christopher Brogdon, as inducement to become our Chief Acquisition Officer, an eight-year warrant to purchase 300,000 shares of our common stock at exercise prices ranging from $3.00 to $5.00. This warrant was subject to certain anti-dilution adjustments, and, therefore, was adjusted in October 2010, October 2011, and October 2012 for a 5% stock dividend in each year. As a result, the warrant now represents the right to purchase 347,288 shares at exercise prices ranging from $2.59 to $4.32 per share.
|
|
•
|
On May 2, 2011, we issued to Noble Financial, as partial consideration for providing certain financing to the Company, a five-year warrant to purchase 50,000 shares of our common stock at an exercise price of $4.50. This warrant was subject to certain anti-dilution adjustments, and, therefore, was adjusted in October 2011 and October 2012 for a 5% stock dividend in each year. As a result, the warrant now represents the right to purchase 55,125 shares at an exercise price of $4.08 per share.
|
|
•
|
On December 19, 2011, we issued to David Rubenstein, as inducement to become our Chief Operating Officer, a ten-year warrant to purchase 100,000 shares of our common stock at an exercise price of $4.13, and a ten-year warrant to purchase 100,000 shares of our common stock at an exercise price of $4.97. These warrants were subject to certain anti-dilution adjustments, and, therefore, were adjusted in October 2012 for a 5% stock dividend. In accordance with Mr. Rubenstein's Separation Agreement, the unvested portion of his warrants was forfeited as of December 31, 2014 (see Part III, Item 11.
"Executive Compensation - Employment Agreements - "David Rubenstein"
). As a result, the warrants now represent the right to purchase 105,000 shares at an exercise price of $3.93 per share and 69,993 shares at an exercise price of $4.58 per share.
|
|
•
|
On March 30, 2012, we issued to Cantone Asset Management LLC, as partial consideration for providing certain financing to the Company, a three-year warrant to purchase 300,000 shares of our common stock at an exercise price of $4.00. This warrant is subject to certain anti‑dilution adjustments, and, therefore, was adjusted on October 22, 2012 for a 5% stock dividend. As a result, the warrant now represents the right to purchase 315,000 shares at an exercise price of $3.81 per share. This warrant was exercised in March 2015.
|
|
•
|
On April 1, 2012, we issued to Strome Alpha Offshore Ltd., as partial consideration for providing certain financing to the Company, a three-year warrant to purchase 312,500 shares of our common stock at an exercise price of $4.00. This warrant is subject to certain anti-dilution, adjustments, and, therefore, was adjusted on October 22, 2012 for a 5% stock dividend. On September 3, 2014, 200,000 of these shares were exercised. As a result, the warrant now represents the right to purchase 128,125 shares at an exercise price of $3.81 per share. This warrant was exercised in March 2015.
|
|
•
|
On July 2, 2012, we issued to Cantone Research, Inc., as partial consideration for serving as placement agent for the sale of certain promissory notes of the Company, a three-year warrant to purchase 100,000 shares of our common stock at an exercise price of $4.00. This warrant is subject to certain anti-dilution adjustments, and, therefore, was adjusted on October 22, 2012 for a 5% stock dividend. As a result, the warrant now represents the right to purchase 105,000 shares at an exercise price of $3.81 per share.
|
|
•
|
On August 31, 2012, we issued to an investor relations firm, as partial consideration for providing certain investor relations services to the Company, a three-year warrant to purchase 15,000 shares of our common stock at an exercise price of $4.59. This warrant is subject to certain anti-dilution adjustments, and, therefore, was adjusted on October 22, 2012 for a 5% stock dividend. As a result, the warrant now represents the right to purchase 15,750 shares at an exercise price of $4.37 per share.
|
|
•
|
On December 28, 2012, we issued to Strome Alpha Offshore, Ltd., as partial consideration for providing certain financing to the Company, a ten-year warrant to purchase 50,000 shares of our common stock at an exercise price of $3.80. This warrant is subject to certain anti-dilution adjustments.
|
|
•
|
On May 15, 2013, we issued to Ronald W. Fleming, as an inducement to become our Chief Financial Officer, a ten-year warrant to purchase 70,000 shares of our common stock at an exercise price of $5.90, which vests as to one-third of the underlying shares on each of the successive three anniversaries of the issue date. On October 8, 2014, Mr. Fleming left the Company and forfeited the unvested portion of his warrant. As a result, the warrant now represents the right to purchase 23,333 shares at an exercise price of $5.90 per share.
|
|
•
|
On October 26, 2013 we issued to Cantone Research, Inc., as partial consideration for providing certain financing to the Company, a two-year warrant to purchase 75,000 shares of our common stock at an exercise price of $3.96 per share.
|
|
•
|
On November 26, 2013, we issued to an investor relations firm, as partial consideration for providing certain investor relations services to the Company, a ten-year warrant to purchase 10,000 shares of our common stock at an exercise price of $3.96.
|
|
•
|
On March 28, 2014, we issued to the placement agents in the Company’s offering of the 2014 Notes, as partial compensation for serving as placement agents in such offering, five-year warrants to purchase an aggregate of 48,889 shares of common stock at an exercise price of $4.50 per share.
|
|
•
|
On July 1, 2014, David Tenwick, Director, sold an aggregate total of 218,946 fully vested and unexercised warrants for a total sale price of $328,419 to Park City Capital Offshore Master, Ltd., an affiliate of Director Michael J. Fox.
|
|
•
|
On October 10, 2014, we issued to William McBride III, as an inducement to become our Chief Executive Officer, a ten-year warrant to purchase 300,000 shares of our common stock at an exercise price of $4.49, which vests as to one-third of the underlying shares on each of the successive three anniversaries of the issue date.
|
|
•
|
On December 23, 2014, we issued to Knaup Business Advisors, LLC, as partial consideration for providing certain professional services to the Company, a five-year warrant to purchase 224,758 shares of our common stock at an exercise price of $4.04.
|
|
(Amounts in 000’s)
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
Total revenues from discontinued operations
|
|
$
|
32,282
|
|
|
$
|
43,532
|
|
|
Net loss from discontinued operations
|
|
$
|
(1,510
|
)
|
|
$
|
(1,255
|
)
|
|
Interest expense, net from discontinued operations
|
|
$
|
(1,049
|
)
|
|
$
|
(1,128
|
)
|
|
Income tax benefit (expense) from discontinued operations
|
|
$
|
253
|
|
|
$
|
(33
|
)
|
|
Loss on impairment from discontinued operations
|
|
$
|
(1,782
|
)
|
|
$
|
(1,972
|
)
|
|
Loss on disposal of assets from discontinued operations
|
|
$
|
—
|
|
|
$
|
(467
|
)
|
|
|
|
Year Ended
December 31, |
||||
|
|
|
2014
|
|
2013
|
||
|
SNF Average Occupancy
|
|
79.9
|
%
|
|
78.2
|
%
|
|
|
|
All Facilities
|
||||
|
|
|
2014
|
|
2013
|
||
|
Medicare
|
|
16.1
|
%
|
|
15.3
|
%
|
|
Medicaid
|
|
70.0
|
%
|
|
71.0
|
%
|
|
Other
|
|
13.9
|
%
|
|
13.7
|
%
|
|
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
State
|
|
Operational
Beds at Period End (1) |
|
Period's
Average Operational Beds |
|
Occupancy
(Operational Beds) |
|
Medicare
Utilization (Skilled %ADC) (2) |
|
2014
Total Revenues |
|
Medicare
(Skilled) $PPD |
|
Medicaid
$PPD (3) |
||||||||||
|
Arkansas
|
|
1,009
|
|
|
1,009
|
|
|
67.9
|
%
|
|
18.2
|
%
|
|
$
|
57,246
|
|
|
$
|
477.42
|
|
|
$
|
164.35
|
|
|
Georgia
|
|
1,115
|
|
|
1,115
|
|
|
90.7
|
%
|
|
14.8
|
%
|
|
$
|
79,586
|
|
|
$
|
456.85
|
|
|
$
|
161.38
|
|
|
North Carolina
|
|
106
|
|
|
106
|
|
|
68.3
|
%
|
|
18.4
|
%
|
|
$
|
6,218
|
|
|
$
|
453.29
|
|
|
$
|
162.46
|
|
|
Ohio
|
|
293
|
|
|
293
|
|
|
84.3
|
%
|
|
14.5
|
%
|
|
$
|
20,617
|
|
|
$
|
440.52
|
|
|
$
|
164.57
|
|
|
Oklahoma
|
|
197
|
|
|
197
|
|
|
73.5
|
%
|
|
18.8
|
%
|
|
$
|
11,252
|
|
|
$
|
457.56
|
|
|
$
|
144.68
|
|
|
South Carolina
|
|
180
|
|
|
180
|
|
|
87.9
|
%
|
|
13.7
|
%
|
|
$
|
12,139
|
|
|
$
|
437.17
|
|
|
$
|
164.06
|
|
|
Total
|
|
2,900
|
|
|
2,900
|
|
|
79.9
|
%
|
|
16.1
|
%
|
|
$
|
187,058
|
|
|
$
|
460.93
|
|
|
$
|
161.88
|
|
|
(1)
Excludes managed beds which are not consolidated
|
||||||
|
(2)
ADC is the Average Daily Census
|
||||||
|
(3)
PPD is the Per Patient Day equivalent
|
||||||
|
State
|
|
Operational
Beds at Period End (1) |
|
Period's
Average Operational Beds |
|
Occupancy
(Operational Beds) |
|
Medicare
Utilization (Skilled %ADC) (2) |
|
2013
Total Revenues |
|
Medicare
(Skilled) $PPD |
|
Medicaid
$PPD (3) |
||||||||||
|
Arkansas
|
|
1,009
|
|
|
1,009
|
|
|
62.3
|
%
|
|
16.6
|
%
|
|
$
|
51,447
|
|
|
$
|
446.41
|
|
|
$
|
168.33
|
|
|
Georgia
|
|
1,115
|
|
|
1,115
|
|
|
92.4
|
%
|
|
15.1
|
%
|
|
$
|
80,818
|
|
|
$
|
461.45
|
|
|
$
|
158.77
|
|
|
North Carolina
|
|
106
|
|
|
106
|
|
|
72.5
|
%
|
|
16.0
|
%
|
|
$
|
6,368
|
|
|
$
|
455.11
|
|
|
$
|
163.83
|
|
|
Ohio
|
|
293
|
|
|
293
|
|
|
83.1
|
%
|
|
14.3
|
%
|
|
$
|
20,219
|
|
|
$
|
430.79
|
|
|
$
|
167.24
|
|
|
Oklahoma
|
|
197
|
|
|
197
|
|
|
72.0
|
%
|
|
14.1
|
%
|
|
$
|
10,084
|
|
|
$
|
433.98
|
|
|
$
|
142.60
|
|
|
South Carolina
|
|
180
|
|
|
180
|
|
|
82.4
|
%
|
|
14.4
|
%
|
|
$
|
11,010
|
|
|
$
|
410.31
|
|
|
$
|
158.85
|
|
|
Total
|
|
2,900
|
|
|
2,900
|
|
|
78.2
|
%
|
|
15.3
|
%
|
|
$
|
179,946
|
|
|
$
|
448.93
|
|
|
$
|
161.45
|
|
|
(1)
Excludes managed beds which are not consolidated
|
|
(2)
ADC is the Average Daily Census
|
|
(3)
PPD is the Per Patient Day equivalent
|
|
|
|
Year Ended December 31,
|
|
Increase (Decrease)
|
|||||||||||
|
(Amounts in 000's)
|
|
2014
|
|
2013
|
|
Amount
|
|
Percent
|
|||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
|
Patient care revenues
|
|
$
|
189,989
|
|
|
$
|
182,777
|
|
|
$
|
7,212
|
|
|
4
|
%
|
|
Management revenues
|
|
1,493
|
|
|
2,097
|
|
|
(604
|
)
|
|
(29
|
)%
|
|||
|
Rental revenues
|
|
1,832
|
|
|
876
|
|
|
956
|
|
|
109
|
%
|
|||
|
Total revenues
|
|
193,314
|
|
|
185,750
|
|
|
7,564
|
|
|
4
|
%
|
|||
|
Expenses:
|
|
|
|
|
|
|
|
|
|||||||
|
Cost of services (exclusive of facility rent, depreciation and amortization)
|
|
159.434
|
|
|
152.577
|
|
|
6.857
|
|
|
4
|
%
|
|||
|
General and administrative expenses
|
|
15,541
|
|
|
19,032
|
|
|
(3,491
|
)
|
|
(18
|
)%
|
|||
|
Audit committee investigation expense
|
|
—
|
|
|
2,386
|
|
|
(2,386
|
)
|
|
(100
|
)%
|
|||
|
Facility rent expense
|
|
7,080
|
|
|
6,314
|
|
|
766
|
|
|
12
|
%
|
|||
|
Depreciation and amortization
|
|
7,300
|
|
|
6,918
|
|
|
382
|
|
|
6
|
%
|
|||
|
Salary retirement and continuation costs
|
|
2,636
|
|
|
154
|
|
|
2,482
|
|
|
1,612
|
%
|
|||
|
Total expenses
|
|
191,991
|
|
|
187,381
|
|
|
4,610
|
|
|
2
|
%
|
|||
|
Income (loss) from Operations
|
|
1,323
|
|
|
(1,631
|
)
|
|
2,954
|
|
|
181
|
%
|
|||
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|||||||
|
Interest expense, net
|
|
(10,780
|
)
|
|
(12,351
|
)
|
|
(1,571
|
)
|
|
(13
|
)%
|
|||
|
Acquisition costs, net of gains
|
|
(8
|
)
|
|
(565
|
)
|
|
(557
|
)
|
|
(99
|
)%
|
|||
|
Derivative gain
|
|
—
|
|
|
3,006
|
|
|
(3,006
|
)
|
|
(100
|
)%
|
|||
|
Loss on extinguishment of debt
|
|
(1,803
|
)
|
|
(109
|
)
|
|
1,694
|
|
|
1,554
|
%
|
|||
|
Loss on legal settlement
|
|
(600
|
)
|
|
—
|
|
|
600
|
|
|
—
|
%
|
|||
|
Loss on disposal of assets
|
|
(7
|
)
|
|
(10
|
)
|
|
(3
|
)
|
|
(30
|
)%
|
|||
|
Other expense
|
|
(888
|
)
|
|
(306
|
)
|
|
582
|
|
|
190
|
%
|
|||
|
Total other expense, net
|
|
(14,086
|
)
|
|
(10,335
|
)
|
|
3,751
|
|
|
36
|
%
|
|||
|
Loss from Continuing Operations Before Income Taxes:
|
|
(12,763
|
)
|
|
(11,966
|
)
|
|
797
|
|
|
7
|
%
|
|||
|
Income Tax Expense:
|
|
(132
|
)
|
|
(142
|
)
|
|
10
|
|
|
7
|
%
|
|||
|
Loss from Continuing Operations:
|
|
$
|
(12,895
|
)
|
|
$
|
(12,108
|
)
|
|
$
|
787
|
|
|
6
|
%
|
|
Dollars in (000's), except for rate per patient day
|
|
2014
|
|
2013
|
|
Change
|
|
% Change
|
|||||||
|
Total Facility Results:
|
|
|
|
|
|
|
|
|
|||||||
|
Patient care revenues
|
|
$
|
189,989
|
|
|
$
|
182,777
|
|
|
$
|
7,212
|
|
|
3.9
|
%
|
|
Cost of services
|
|
$
|
159,434
|
|
|
$
|
152,577
|
|
|
$
|
6,857
|
|
|
4.5
|
%
|
|
Number of facilities at period end
(1)
|
|
28
|
|
|
35
|
|
|
(7
|
)
|
|
(20.0
|
)%
|
|||
|
Actual patient days
|
|
883,932
|
|
|
863,562
|
|
|
20,370
|
|
|
2.4
|
%
|
|||
|
Occupancy percentage — Operational beds
|
|
80.4
|
%
|
|
78.5
|
%
|
|
1.9
|
%
|
|
2.4
|
%
|
|||
|
Skilled patient mix
|
|
16.1
|
%
|
|
15.3
|
%
|
|
0.8
|
%
|
|
5.2
|
%
|
|||
|
Average Medicare reimbursement rate per patient day
|
|
$
|
460.93
|
|
|
$
|
448.93
|
|
|
$
|
12.00
|
|
|
2.7
|
%
|
|
Medicaid patient mix
|
|
70.0
|
%
|
|
71.0
|
%
|
|
(1.0
|
)%
|
|
(1.4
|
)%
|
|||
|
Average Medicaid reimbursement rate per patient day
|
|
$
|
161.88
|
|
|
$
|
161.45
|
|
|
$
|
0.43
|
|
|
0.3
|
%
|
|
|
|
Year Ended December 31,
|
||||||
|
Amounts in (000's)
|
|
2014
|
|
2013
|
||||
|
Net cash (used in) provided by operating activities—continuing operations
|
|
$
|
(6,383
|
)
|
|
$
|
825
|
|
|
Net cash provided by operating activities—discontinued operations
|
|
1,091
|
|
|
4,238
|
|
||
|
Net cash provided by (used in) investing activities—continuing operations
|
|
2,246
|
|
|
(7,391
|
)
|
||
|
Net cash (used in) provided by investing activities—discontinued operations
|
|
(3,001
|
)
|
|
4,268
|
|
||
|
Net cash (used in) provided by financing activities—continuing operations
|
|
(2,551
|
)
|
|
7,181
|
|
||
|
Net cash used in financing activities—discontinued operations
|
|
(41
|
)
|
|
(5,684
|
)
|
||
|
Net Change in Cash
|
|
(8,639
|
)
|
|
3,437
|
|
||
|
Cash, Beginning
|
|
19,374
|
|
|
15,937
|
|
||
|
Cash, Ending
|
|
$
|
10,735
|
|
|
$
|
19,374
|
|
|
|
|
December 31,
|
||||||
|
Amounts in (000's)
|
|
2014
|
|
2013
|
||||
|
Revolving credit facilities and lines of credit
(a)
|
|
$
|
6,832
|
|
|
$
|
8,503
|
|
|
Senior debt—guaranteed by HUD
|
|
26,022
|
|
|
4,063
|
|
||
|
Senior debt—guaranteed by USDA
|
|
27,128
|
|
|
27,763
|
|
||
|
Senior debt—guaranteed by SBA
|
|
3,703
|
|
|
5,954
|
|
||
|
Senior debt - bonds, net of discount
(b)
|
|
12,967
|
|
|
16,102
|
|
||
|
Senior debt - other mortgage indebtedness
(c)
|
|
60,277
|
|
|
78,408
|
|
||
|
Other debt
|
|
430
|
|
|
625
|
|
||
|
Convertible debt issued in 2010, net of discount
|
|
—
|
|
|
6,930
|
|
||
|
Convertible debt issued in 2011
|
|
—
|
|
|
4,459
|
|
||
|
Convertible debt issued in 2012
|
|
7,500
|
|
|
7,500
|
|
||
|
Convertible debt issued in 2014
|
|
6,500
|
|
|
—
|
|
||
|
Total
|
|
151,359
|
|
|
160,307
|
|
||
|
Less current portion
|
|
22,113
|
|
|
26,154
|
|
||
|
Less: portion included in liabilities of disposal group held for sale
(a),(c)
|
|
5,197
|
|
|
—
|
|
||
|
Less: portion included in liabilities of variable interest entity held for sale
(b)
|
|
5,956
|
|
|
6,034
|
|
||
|
Notes payable and other debt, net of current portion
|
|
$
|
118,093
|
|
|
$
|
128,119
|
|
|
|
|
Amounts in (000's)
|
||
|
2015
|
|
$
|
33,440
|
|
|
2016
|
|
49,970
|
|
|
|
2017
|
|
4,966
|
|
|
|
2018
|
|
1,869
|
|
|
|
2019
|
|
1,966
|
|
|
|
Thereafter
|
|
59,541
|
|
|
|
Subtotal
|
|
151,752
|
|
|
|
Less: unamortized discounts ($174 classified as current)
|
|
(393
|
)
|
|
|
Total notes and other debt
|
|
$
|
151,359
|
|
|
Credit Facility
|
|
Balance at
December 31, 2014 (000's) |
|
Consolidated or
Subsidiary Level Covenant Requirement |
|
Financial Covenant
|
|
Measurement
Period |
|
Min/Max
Financial Covenant Required |
|
Financial
Covenant Metric Achieved |
|
|
|
Future
Financial Covenant Metric Required |
||||||||
|
Gemino Lines of Credit
|
|
$
|
2,575
|
|
|
Consolidated
|
|
Fixed Charge Coverage Ratio (FCCR)
|
|
Quarterly
|
|
1.10
|
|
|
0.82
|
|
|
*
|
|
1.10
|
|
|||
|
PrivateBank - Line of Credit
|
|
$
|
3,002
|
|
|
Subsidiary
|
|
Coverage of Rent and Debt Service
|
|
Quarterly
|
|
1.25
|
|
|
0.98
|
|
|
*
|
|
1.25
|
|
|||
|
|
|
|
|
Consolidated
|
|
Maximum Leverage to EBITDA
|
|
Annual
|
|
11.00
|
|
|
11.03
|
|
|
*
|
|
11.00
|
|
|||||
|
PrivateBank - Line of Credit - HUD
|
|
$
|
1,059
|
|
|
Consolidated
|
|
Maximum Leverage to EBITDA
|
|
Annual
|
|
11.00
|
|
|
11.03
|
|
|
*
|
|
11.00
|
|
|||
|
Contemporary Healthcare Capital - Term Note and Line of Credit - CSCC Nursing, LLC
|
|
$
|
197
|
|
|
Subsidiary
|
|
Minimum Implied Current Ratio
|
|
Quarterly
|
|
1.00
|
|
|
0.94
|
|
|
*
|
|
1.00
|
|
|||
|
|
|
|
Subsidiary
|
|
DSCR
|
|
Quarterly
|
|
1.15
|
|
|
0.04
|
|
|
*
|
|
1.15
|
|
||||||
|
|
$
|
5,000
|
|
|
Subsidiary
|
|
Minimum Occupancy
|
|
Quarterly
|
|
70
|
%
|
|
67
|
%
|
|
*
|
|
70
|
%
|
||||
|
PrivateBank - Mortgage Note - Valley River Nursing, LLC; Park Heritage Nursing, LLC; Benton Nursing, LLC
|
|
$
|
11,007
|
|
|
Subsidiary
|
|
Minimum EBITDAR
|
|
Quarterly
|
|
$
|
450
|
|
|
$
|
136
|
|
|
*
|
|
$
|
450
|
|
|
|
|
|
Subsidiary
|
|
Fixed Charge Coverage Ratio (FCCR)
|
|
Quarterly
|
|
1.05
|
|
|
0.84
|
|
|
*
|
|
1.05
|
|
||||||
|
PrivateBank - Mortgage Note - Little Rock HC&R Nursing, LLC
|
|
$
|
11,627
|
|
|
Subsidiary
|
|
Minimum EBITDAR
|
|
Quarterly
|
|
$
|
358
|
|
|
$
|
348
|
|
|
*
|
|
$
|
358
|
|
|
|
|
|
Subsidiary
|
|
Borrowers Coverage of Debt Service
|
|
Annual
|
|
1.10
|
|
|
1.09
|
|
|
*
|
|
1.10
|
|
||||||
|
|
|
|
Consolidated
|
|
Maximum Leverage to EBITDA
|
|
Annual
|
|
11.00
|
|
|
11.03
|
|
|
*
|
|
11.00
|
|
||||||
|
Medical Clinic Board of the City of Hoover - Bonds - Riverchase Village ADK, LLC
|
|
$
|
6,130
|
|
|
Subsidiary
|
|
Borrowers Coverage of Debt Service
|
|
Annual
|
|
1.20
|
|
|
(0.50
|
)
|
|
*
|
|
1.20
|
|
|||
|
|
|
|
Subsidiary
|
|
Days Cash on Hand
|
|
Annual
|
|
15
|
|
|
0
|
|
|
*
|
|
15
|
|
||||||
|
|
|
|
Subsidiary
|
|
Maximum Days Outstanding on Trade Payables
|
|
Annual
|
|
10
|
%
|
|
69
|
%
|
|
*
|
|
10
|
%
|
||||||
|
City of Springfield - Bonds - Eaglewood Village, LLC
|
|
$
|
7,230
|
|
|
Subsidiary
|
|
Borrowers Coverage of Debt Service
|
|
Annual
|
|
1.10
|
|
|
0.74
|
|
|
*
|
|
1.10
|
|
|||
|
Date of conversion
|
|
Conversion Price
|
|
Shares of Common Stock Issued
|
|
Debt and Interest Converted
|
|||||
|
2011:
|
|
|
|
|
|
|
|||||
|
July 2011
|
|
$
|
4.13
|
|
|
18,160
|
|
|
$
|
75,000
|
|
|
November 2011
|
|
$
|
3.92
|
|
|
19,132
|
|
|
$
|
75,000
|
|
|
Subtotal
|
|
|
|
37,292
|
|
|
$
|
150,000
|
|
||
|
2013:
|
|
|
|
|
|
|
|||||
|
February 2013
|
|
$
|
3.73
|
|
|
6,635
|
|
|
$
|
24,749
|
|
|
March 2013
|
|
$
|
3.73
|
|
|
6,635
|
|
|
$
|
24,749
|
|
|
April 2013
|
|
$
|
3.73
|
|
|
67,024
|
|
|
$
|
250,000
|
|
|
August 2013
|
|
$
|
3.73
|
|
|
284,878
|
|
|
$
|
1,062,595
|
|
|
September 2013
|
|
$
|
3.73
|
|
|
246,264
|
|
|
$
|
918,553
|
|
|
October 2013
|
|
$
|
3.73
|
|
|
448,215
|
|
|
$
|
1,671,840
|
|
|
November 2013
|
|
$
|
3.73
|
|
|
136,402
|
|
|
$
|
508,778
|
|
|
December 2013
|
|
$
|
3.73
|
|
|
82,326
|
|
|
$
|
307,067
|
|
|
Subtotal
|
|
|
|
1,278,379
|
|
|
$
|
4,768,331
|
|
||
|
2014:
|
|
|
|
|
|
|
|||||
|
January 2014
|
|
$
|
3.73
|
|
|
788,828
|
|
|
$
|
2,942,328
|
|
|
July 2014
|
|
$
|
3.73
|
|
|
26,810
|
|
|
$
|
100,000
|
|
|
August 2014
|
|
$
|
3.73
|
|
|
1,045,575
|
|
|
$
|
3,900,000
|
|
|
Subtotal
|
|
|
|
1,861,213
|
|
|
$
|
6,942,328
|
|
||
|
Total
|
|
|
|
3,176,884
|
|
|
$
|
11,860,659
|
|
||
|
|
|
(Amounts in
000's) |
||
|
2015
|
|
$
|
7,940
|
|
|
2016
|
|
7,980
|
|
|
|
2017
|
|
8,062
|
|
|
|
2018
|
|
8,188
|
|
|
|
2019
|
|
7,861
|
|
|
|
Thereafter
|
|
8,279
|
|
|
|
Total
|
|
$
|
48,310
|
|
|
|
|
(Amounts in
000's) |
||
|
2015
|
|
$
|
5,370
|
|
|
2016
|
|
5,451
|
|
|
|
2017
|
|
5,532
|
|
|
|
2018
|
|
5,613
|
|
|
|
2019
|
|
5,362
|
|
|
|
Thereafter
|
|
1,578
|
|
|
|
Total
|
|
$
|
28,906
|
|
|
|
|
Year Ended December 31,
|
||||||
|
(Amounts in 000’s)
|
|
2014
|
|
2013
|
||||
|
Loss from continuing operations
|
|
(12,895
|
)
|
|
(12,108
|
)
|
||
|
Add back:
|
|
|
|
|
||||
|
Interest expense, net
|
|
10,780
|
|
|
12,351
|
|
||
|
Income tax expense
|
|
132
|
|
|
142
|
|
||
|
Amortization of stock based compensation
|
|
1,155
|
|
|
1,097
|
|
||
|
Depreciation and amortization
|
|
7,300
|
|
|
6,918
|
|
||
|
Acquisition costs, net of gain
|
|
8
|
|
|
565
|
|
||
|
Loss on extinguishment of debt
|
|
1,803
|
|
|
109
|
|
||
|
Loss on legal settlement
|
|
600
|
|
|
—
|
|
||
|
Derivative gain
|
|
—
|
|
|
(3,006
|
)
|
||
|
Loss on disposal of assets
|
|
7
|
|
|
10
|
|
||
|
Audit committee investigation expense
|
|
—
|
|
|
2,386
|
|
||
|
Reincorporation - Georgia
|
|
—
|
|
|
91
|
|
||
|
Other expense
|
|
888
|
|
|
306
|
|
||
|
Salary retirement and continuation costs
|
|
2,636
|
|
|
154
|
|
||
|
Adjusted EBITDA from continuing operations
|
|
12,414
|
|
|
9,015
|
|
||
|
Facility rent expense
|
|
7,080
|
|
|
6,314
|
|
||
|
Adjusted EBITDAR from continuing operations
|
|
$
|
19,494
|
|
|
$
|
15,329
|
|
|
•
|
They are helpful in identifying trends in the Company’s day-to-day performance because the items excluded have little or no significance to the Company’s day-to-day operations;
|
|
•
|
They provide an assessment of controllable expenses and afford management the ability to make decisions which are expected to facilitate meeting current financial goals as well as achieve optimal financial performance; and
|
|
•
|
They provide data that assists management determine whether or not adjustments to current spending decisions are needed.
|
|
|
PAGE
|
|
CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
December 31,
|
||||||
|
|
|
2014
|
|
2013
|
||||
|
ASSETS
|
|
|
|
|
||||
|
Current Assets:
|
|
|
|
|
||||
|
Cash and cash equivalents
|
|
$
|
10,735
|
|
|
$
|
19,374
|
|
|
Restricted cash and investments
|
|
3,321
|
|
|
3,801
|
|
||
|
Accounts receivable, net of allowance of $6,708 and $4,989
|
|
24,294
|
|
|
23,598
|
|
||
|
Prepaid expenses and other
|
|
1,766
|
|
|
483
|
|
||
|
Deferred tax asset
|
|
569
|
|
|
—
|
|
||
|
Assets of disposal group held for sale
|
|
5,813
|
|
|
400
|
|
||
|
Assets of disposal group held for use
|
|
—
|
|
|
5,135
|
|
||
|
Assets of variable interest entity held for sale
|
|
5,924
|
|
|
5,945
|
|
||
|
Total current assets
|
|
52,422
|
|
|
58,736
|
|
||
|
|
|
|
|
|
||||
|
Restricted cash and investments
|
|
5,456
|
|
|
11,606
|
|
||
|
Property and equipment, net
|
|
135,585
|
|
|
138,233
|
|
||
|
Intangible assets—bed licenses
|
|
2,471
|
|
|
2,471
|
|
||
|
Intangible assets—lease rights, net
|
|
4,087
|
|
|
4,889
|
|
||
|
Goodwill
|
|
4,224
|
|
|
4,224
|
|
||
|
Lease deposits
|
|
1,683
|
|
|
1,715
|
|
||
|
Deferred loan costs, net
|
|
3,464
|
|
|
4,542
|
|
||
|
Other assets
|
|
569
|
|
|
12
|
|
||
|
Total assets
|
|
$
|
209,961
|
|
|
$
|
226,428
|
|
|
|
|
|
|
|
||||
|
LIABILITIES AND EQUITY
|
|
|
|
|
||||
|
Current Liabilities:
|
|
|
|
|
||||
|
Current portion of notes payable and other debt
|
|
$
|
2,537
|
|
|
$
|
12,027
|
|
|
Current portion of convertible debt, net of discounts
|
|
14,000
|
|
|
11,389
|
|
||
|
Revolving credit facilities and lines of credit
|
|
5,576
|
|
|
2,738
|
|
||
|
Accounts payable
|
|
16,434
|
|
|
23,783
|
|
||
|
Accrued expenses
|
|
15,653
|
|
|
13,264
|
|
||
|
Liabilities of disposal group held for sale
|
|
5,197
|
|
|
—
|
|
||
|
Liabilities of variable interest entity held for sale
|
|
5,956
|
|
|
6,034
|
|
||
|
Total current liabilities
|
|
65,353
|
|
|
69,235
|
|
||
|
|
|
|
|
|
||||
|
Notes payable and other debt, net of current portion:
|
|
|
|
|
||||
|
Senior debt, net of discounts
|
|
110,023
|
|
|
107,858
|
|
||
|
Bonds, net of discounts
|
|
7,011
|
|
|
6,996
|
|
||
|
Convertible debt, net of discounts
|
|
—
|
|
|
7,500
|
|
||
|
Revolving credit facilities
|
|
1,059
|
|
|
5,765
|
|
||
|
Other liabilities
|
|
2,129
|
|
|
1,589
|
|
||
|
Deferred tax liability
|
|
605
|
|
|
191
|
|
||
|
Total liabilities
|
|
186,180
|
|
|
199,134
|
|
||
|
Commitments and contingencies (Note 16)
|
|
|
|
|
||||
|
Preferred stock, no par value; 5,000 and 5,000 shares authorized; 950 and 950 shares issued and outstanding, redemption amount $23,750 and $23,750 at December 31, 2014 and 2013, respectively
|
|
20,392
|
|
|
20,442
|
|
||
|
Stockholders' equity:
|
|
|
|
|
||||
|
Common stock and additional paid-in capital, no par value; 55,000 shares authorized; 19,151 and 16,016 shares issued and outstanding at December 31, 2014 and 2013, respectively
|
|
61,896
|
|
|
48,370
|
|
||
|
Accumulated deficit
|
|
(56,067
|
)
|
|
(39,884
|
)
|
||
|
Total stockholders' equity
|
|
5,829
|
|
|
8,486
|
|
||
|
Noncontrolling interest in subsidiary
|
|
(2,440
|
)
|
|
(1,634
|
)
|
||
|
Total equity
|
|
3,389
|
|
|
6,852
|
|
||
|
Total liabilities and equity
|
|
$
|
209,961
|
|
|
$
|
226,428
|
|
|
|
|
Year Ended
December 31, |
||||||
|
|
|
2014
|
|
2013
|
||||
|
Revenues:
|
|
|
|
|
||||
|
Patient care revenues
|
|
$
|
189,989
|
|
|
$
|
182,777
|
|
|
Management revenues
|
|
1,493
|
|
|
2,097
|
|
||
|
Rental revenues
|
|
1,832
|
|
|
876
|
|
||
|
Total revenues
|
|
193,314
|
|
|
185,750
|
|
||
|
|
|
|
|
|
||||
|
Expenses:
|
|
|
|
|
||||
|
Cost of services (exclusive of facility rent, depreciation and amortization)
|
|
159,434
|
|
|
152,577
|
|
||
|
General and administrative expenses
|
|
15,541
|
|
|
19,032
|
|
||
|
Audit committee investigation expense
|
|
—
|
|
|
2,386
|
|
||
|
Facility rent expense
|
|
7,080
|
|
|
6,314
|
|
||
|
Depreciation and amortization
|
|
7,300
|
|
|
6,918
|
|
||
|
Salary retirement and continuation costs
|
|
2,636
|
|
|
154
|
|
||
|
Total expenses
|
|
191,991
|
|
|
187,381
|
|
||
|
Income (loss) from Operations
|
|
1,323
|
|
|
(1,631
|
)
|
||
|
|
|
|
|
|
||||
|
Other Income (Expense):
|
|
|
|
|
||||
|
Interest expense, net
|
|
(10,780
|
)
|
|
(12,351
|
)
|
||
|
Acquisition costs, net of gains
|
|
(8
|
)
|
|
(565
|
)
|
||
|
Derivative gain
|
|
—
|
|
|
3,006
|
|
||
|
Loss on extinguishment of debt
|
|
(1,803
|
)
|
|
(109
|
)
|
||
|
Loss on legal settlement
|
|
(600
|
)
|
|
—
|
|
||
|
Loss on disposal of assets
|
|
(7
|
)
|
|
(10
|
)
|
||
|
Other expense
|
|
(888
|
)
|
|
(306
|
)
|
||
|
Total other expense, net
|
|
(14,086
|
)
|
|
(10,335
|
)
|
||
|
|
|
|
|
|
||||
|
Loss from Continuing Operations Before Income Taxes
|
|
(12,763
|
)
|
|
(11,966
|
)
|
||
|
Income tax expense
|
|
(132
|
)
|
|
(142
|
)
|
||
|
Loss from Continuing Operations
|
|
(12,895
|
)
|
|
(12,108
|
)
|
||
|
|
|
|
|
|
||||
|
Loss from Discontinued Operations, net of tax
|
|
(1,510
|
)
|
|
(1,255
|
)
|
||
|
Net Loss
|
|
(14,405
|
)
|
|
(13,363
|
)
|
||
|
|
|
|
|
|
||||
|
Net Loss Attributable to Noncontrolling Interests
|
|
806
|
|
|
796
|
|
||
|
Net Loss Attributable to AdCare Health Systems, Inc.
|
|
(13,599
|
)
|
|
(12,567
|
)
|
||
|
|
|
|
|
|
||||
|
Preferred stock dividend
|
|
(2,584
|
)
|
|
(1,564
|
)
|
||
|
Net Loss Attributable to AdCare Health Systems, Inc. Common Stockholders
|
|
$
|
(16,183
|
)
|
|
$
|
(14,131
|
)
|
|
|
|
|
|
|
||||
|
Net Loss per Common Share attributable to AdCare Health Systems, Inc. Common Stockholders—Basic:
|
|
|
|
|
||||
|
Continuing Operations
|
|
$
|
(0.82
|
)
|
|
$
|
(0.86
|
)
|
|
Discontinued Operations
|
|
(0.08
|
)
|
|
(0.08
|
)
|
||
|
|
|
$
|
(0.90
|
)
|
|
$
|
(0.94
|
)
|
|
|
|
|
|
|
||||
|
Net Loss per Common Share attributable to AdCare Health Systems, Inc. Common Stockholders—Diluted:
|
|
|
|
|
||||
|
Continuing Operations
|
|
$
|
(0.82
|
)
|
|
$
|
(0.86
|
)
|
|
Discontinued Operations
|
|
(0.08
|
)
|
|
(0.08
|
)
|
||
|
|
|
$
|
(0.90
|
)
|
|
$
|
(0.94
|
)
|
|
Weighted Average Common Shares Outstanding:
|
|
|
|
|
||||
|
Basic
|
|
17,930
|
|
|
15,044
|
|
||
|
Diluted
|
|
17,930
|
|
|
15,044
|
|
||
|
|
|
Common
Stock
Shares
|
|
Common
Stock and
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Noncontrolling
Interests
|
|
Total
|
|||||||||
|
Balance, December 31, 2012
|
|
14,659
|
|
|
$
|
41,644
|
|
|
$
|
(25,753
|
)
|
|
$
|
(838
|
)
|
|
$
|
15,053
|
|
|
Stock-based compensation expense
|
|
—
|
|
|
1,097
|
|
|
—
|
|
|
—
|
|
|
1,097
|
|
||||
|
Exercises of options and warrants
|
|
38
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
67
|
|
||||
|
Stock issued for converted debt and interest
|
|
1,289
|
|
|
5,472
|
|
|
—
|
|
|
—
|
|
|
5,472
|
|
||||
|
Nonemployee warrants issued for services
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||
|
Nonemployee warrants issued for settlement
|
|
—
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
80
|
|
||||
|
Issuance of restricted stock
|
|
30
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
|
Preferred stock dividend
|
|
—
|
|
|
—
|
|
|
(1,564
|
)
|
|
—
|
|
|
(1,564
|
)
|
||||
|
Net loss
|
|
—
|
|
|
—
|
|
|
(12,567
|
)
|
|
(796
|
)
|
|
(13,363
|
)
|
||||
|
Balance, December 31, 2013
|
|
16,016
|
|
|
48,370
|
|
|
(39,884
|
)
|
|
(1,634
|
)
|
|
6,852
|
|
||||
|
Stock-based compensation expense
|
|
—
|
|
|
1,155
|
|
|
—
|
|
|
—
|
|
|
1,155
|
|
||||
|
Exercises of options and warrants, net of shares withheld
|
|
1,073
|
|
|
3,257
|
|
|
—
|
|
|
—
|
|
|
3,257
|
|
||||
|
Stock issued for converted debt and interest
|
|
1,861
|
|
|
8,706
|
|
|
—
|
|
|
—
|
|
|
8,706
|
|
||||
|
Nonemployee warrants issued for services
|
|
—
|
|
|
321
|
|
|
—
|
|
|
—
|
|
|
321
|
|
||||
|
Nonemployee warrants issued in conjunction with debt offering
|
|
—
|
|
|
87
|
|
|
—
|
|
|
—
|
|
|
87
|
|
||||
|
Issuance of restricted stock, net
|
|
201
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Preferred stock dividend
|
|
—
|
|
|
—
|
|
|
(2,584
|
)
|
|
—
|
|
|
(2,584
|
)
|
||||
|
Net loss
|
|
—
|
|
|
—
|
|
|
(13,599
|
)
|
|
(806
|
)
|
|
(14,405
|
)
|
||||
|
Balance, December 31, 2014
|
|
19,151
|
|
|
$
|
61,896
|
|
|
$
|
(56,067
|
)
|
|
$
|
(2,440
|
)
|
|
$
|
3,389
|
|
|
|
|
Year Ended
December 31, |
||||||
|
|
|
2014
|
|
2013
|
||||
|
Cash flows from operating activities:
|
|
|
|
|
||||
|
Net Loss
|
|
$
|
(14,405
|
)
|
|
$
|
(13,363
|
)
|
|
Loss from discontinued operations
|
|
1,510
|
|
|
1,255
|
|
||
|
Loss from continuing operations
|
|
(12,895
|
)
|
|
(12,108
|
)
|
||
|
Adjustments to reconcile net loss from continuing operations to net cash (used in) provided by operating activities:
|
|
|
|
|
||||
|
Depreciation and amortization
|
|
7,300
|
|
|
6,918
|
|
||
|
Warrants issued for services
|
|
408
|
|
|
89
|
|
||
|
Stock-based compensation expense
|
|
1,155
|
|
|
1,097
|
|
||
|
Lease expense in excess of cash
|
|
195
|
|
|
274
|
|
||
|
Amortization of deferred financing costs
|
|
2,132
|
|
|
2,158
|
|
||
|
Amortization of debt discounts and premiums
|
|
(9
|
)
|
|
521
|
|
||
|
Derivative gain
|
|
—
|
|
|
(3,006
|
)
|
||
|
Loss on debt extinguishment
|
|
1,803
|
|
|
109
|
|
||
|
Loss on legal settlement
|
|
600
|
|
|
—
|
|
||
|
Deferred tax expense
|
|
98
|
|
|
87
|
|
||
|
Loss on disposal of assets
|
|
7
|
|
|
10
|
|
||
|
Provision for bad debts
|
|
3,729
|
|
|
4,040
|
|
||
|
Accounts receivable
|
|
(6,788
|
)
|
|
(3,567
|
)
|
||
|
Prepaid expenses and other
|
|
(1,179
|
)
|
|
(25
|
)
|
||
|
Other assets
|
|
(538
|
)
|
|
(57
|
)
|
||
|
Accounts payable and other liabilities
|
|
(2,401
|
)
|
|
4,285
|
|
||
|
Net cash (used in) provided by operating activities—continuing operations
|
|
(6,383
|
)
|
|
825
|
|
||
|
Net cash provided by operating activities—discontinued operations
|
|
1,091
|
|
|
4,238
|
|
||
|
Net cash (used in) provided by operating activities
|
|
(5,292
|
)
|
|
5,063
|
|
||
|
Cash flow from investing activities:
|
|
|
|
|
||||
|
Change in restricted cash and investments
|
|
5,703
|
|
|
(6,111
|
)
|
||
|
Proceeds from notes receivable
|
|
—
|
|
|
3,240
|
|
||
|
Purchase of property and equipment
|
|
(3,457
|
)
|
|
(4,520
|
)
|
||
|
Net cash provided by (used in) investing activities—continuing operations
|
|
2,246
|
|
|
(7,391
|
)
|
||
|
Net cash (used in) provided by investing activities—discontinued operations
|
|
(3,001
|
)
|
|
4,268
|
|
||
|
Net cash used in investing activities
|
|
(755
|
)
|
|
(3,123
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
|
||||
|
Proceeds from debt
|
|
31,739
|
|
|
7,332
|
|
||
|
Repayment on notes payable
|
|
(31,980
|
)
|
|
(8,442
|
)
|
||
|
Proceeds from lines of credit
|
|
69,874
|
|
|
105,034
|
|
||
|
Repayment on lines of credit
|
|
(71,589
|
)
|
|
(105,665
|
)
|
||
|
Debt issuance costs
|
|
(1,218
|
)
|
|
(864
|
)
|
||
|
Exercise of options and warrants
|
|
3,257
|
|
|
67
|
|
||
|
Proceeds from preferred stock issuances
|
|
—
|
|
|
11,283
|
|
||
|
Preferred stock offering costs
|
|
(50
|
)
|
|
—
|
|
||
|
Dividends paid on preferred stock
|
|
(2,584
|
)
|
|
(1,564
|
)
|
||
|
Net cash (used in) provided by financing activities—continuing operations
|
|
(2,551
|
)
|
|
7,181
|
|
||
|
Net cash used in financing activities—discontinued operations
|
|
(41
|
)
|
|
(5,684
|
)
|
||
|
Net cash (used in) provided by financing activities
|
|
(2,592
|
)
|
|
1,497
|
|
||
|
Net Change in Cash
|
|
(8,639
|
)
|
|
3,437
|
|
||
|
Cash, Beginning
|
|
19,374
|
|
|
15,937
|
|
||
|
Cash, Ending
|
|
$
|
10,735
|
|
|
$
|
19,374
|
|
|
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
||||
|
Cash paid during the year for:
|
|
|
|
|
||||
|
Interest
|
|
$
|
9,698
|
|
|
$
|
10,420
|
|
|
Income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Supplemental Disclosure of Non-Cash Activities:
|
|
|
|
|
||||
|
2011 Notes surrendered and cancelled in payment for 2014 Notes
|
|
$
|
445
|
|
|
$
|
—
|
|
|
Land received in settlement of note receivable
|
|
$
|
640
|
|
|
$
|
—
|
|
|
Conversion of debt and accrued interest to equity
|
|
$
|
6,942
|
|
|
$
|
4,770
|
|
|
Warrants issued for financing costs
|
|
$
|
87
|
|
|
$
|
9
|
|
|
Warrants issued in conjunction with debt offering
|
|
$
|
—
|
|
|
$
|
80
|
|
|
For the Years Ended
|
|
Percent of
Long-Term
Care Receivables
|
|
Percent of
Patient
Care Revenue
|
||
|
Medicaid
|
|
|
|
|
||
|
December 31, 2014
|
|
36
|
%
|
|
51
|
%
|
|
December 31, 2013
|
|
37
|
%
|
|
53
|
%
|
|
Medicare
|
|
|
|
|
||
|
December 31, 2014
|
|
25
|
%
|
|
33
|
%
|
|
December 31, 2013
|
|
26
|
%
|
|
31
|
%
|
|
Other Payers
|
|
|
|
|
||
|
December 31, 2014
|
|
39
|
%
|
|
16
|
%
|
|
December 31, 2013
|
|
37
|
%
|
|
16
|
%
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
|
|
2014
|
|
2013
|
||||||||||||||||||
|
(Amounts in 000's, except per share data)
|
|
Loss
|
|
Shares
|
|
Per
Share |
|
(Loss) Income
|
|
Shares
|
|
Per
Share |
||||||||||
|
Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Loss from continuing operations
|
|
$
|
(12,895
|
)
|
|
|
|
|
|
$
|
(12,108
|
)
|
|
|
|
|
||||||
|
Net loss attributable to noncontrolling interests
|
|
806
|
|
|
|
|
|
|
796
|
|
|
|
|
|
||||||||
|
Basic loss from continuing operations
|
|
$
|
(12,089
|
)
|
|
17,930
|
|
|
$
|
(0.68
|
)
|
|
$
|
(11,312
|
)
|
|
15,044
|
|
|
$
|
(0.75
|
)
|
|
Preferred stock dividend
|
|
(2,584
|
)
|
|
17,930
|
|
|
$
|
(0.14
|
)
|
|
(1,564
|
)
|
|
15,044
|
|
|
(0.11
|
)
|
|||
|
Effect of dilutive securities: Stock options, warrants outstanding and convertible debt
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Diluted loss from continuing operations
|
|
$
|
(14,673
|
)
|
|
17,930
|
|
|
$
|
(0.82
|
)
|
|
$
|
(12,876
|
)
|
|
15,044
|
|
|
$
|
(0.86
|
)
|
|
Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Basic loss from discontinued operations
|
|
$
|
(1,510
|
)
|
|
17,930
|
|
|
$
|
(0.08
|
)
|
|
$
|
(1,255
|
)
|
|
15,044
|
|
|
$
|
(0.08
|
)
|
|
Diluted loss from discontinued operations
|
|
$
|
(1,510
|
)
|
|
17,930
|
|
|
$
|
(0.08
|
)
|
|
$
|
(1,255
|
)
|
|
15,044
|
|
|
$
|
(0.08
|
)
|
|
Net Loss Attributable to AdCare:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Basic loss
|
|
$
|
(16,183
|
)
|
|
17,930
|
|
|
$
|
(0.90
|
)
|
|
$
|
(14,131
|
)
|
|
15,044
|
|
|
$
|
(0.94
|
)
|
|
Diluted loss
|
|
$
|
(16,183
|
)
|
|
17,930
|
|
|
$
|
(0.90
|
)
|
|
$
|
(14,131
|
)
|
|
15,044
|
|
|
$
|
(0.94
|
)
|
|
(1)
|
Securities outstanding that were excluded from the computation, prior to the use of the treasury stock method, because they would have been anti-dilutive are as follows:
|
|
|
|
December 31,
|
||||
|
(Amounts in 000’s)
|
|
2014
|
|
2013
|
||
|
Outstanding Stock Options
|
|
935
|
|
|
1,804
|
|
|
Outstanding Common Stock Warrants - employee
|
|
1,689
|
|
|
1,876
|
|
|
Outstanding Common Stock Warrants - nonemployee
|
|
1,028
|
|
|
1,989
|
|
|
Convertible Debt shares issuable
(a)
|
|
4,000
|
|
|
5,611
|
|
|
Total anti-dilutive securities
|
|
7,652
|
|
|
11,280
|
|
|
(a)
|
The number of shares issuable upon conversion of convertible promissory notes reflected in the tables above is
120%
of the aggregate principal amount of the convertible promissory notes divided by the current conversion price, which is the number of shares required to be reserved for issuance by the Company under the applicable registration rights agreement.
|
|
|
|
December 31,
|
||||||
|
Amounts in (000's)
|
|
2014
|
|
2013
|
||||
|
HUD escrow deposits
|
|
$
|
289
|
|
|
$
|
91
|
|
|
Defeased bonds escrow
|
|
—
|
|
|
3,138
|
|
||
|
Lender's collection account
|
|
35
|
|
|
488
|
|
||
|
Current replacement reserves
|
|
9
|
|
|
—
|
|
||
|
HUD current replacement reserves
|
|
637
|
|
|
—
|
|
||
|
Collateral cash and certificates of deposit
|
|
2,302
|
|
|
—
|
|
||
|
Property tax escrow
|
|
49
|
|
|
84
|
|
||
|
Total current portion
|
|
3,321
|
|
|
3,801
|
|
||
|
|
|
|
|
|
||||
|
HUD replacement reserves
|
|
1,074
|
|
|
383
|
|
||
|
Repair and remediation/replacement reserves
|
|
—
|
|
|
18
|
|
||
|
Reserves for capital improvements
|
|
936
|
|
|
1,481
|
|
||
|
Restricted investments for other debt obligations
|
|
3,446
|
|
|
9,724
|
|
||
|
Total noncurrent portion
|
|
5,456
|
|
|
11,606
|
|
||
|
Total restricted cash and investments
|
|
$
|
8,777
|
|
|
$
|
15,407
|
|
|
(Amounts in 000's)
|
|
Estimated Useful
Lives (Years)
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
Buildings and improvements
|
|
5 - 40
|
|
$
|
132,842
|
|
|
$
|
131,123
|
|
|
Equipment
|
|
2 - 10
|
|
13,616
|
|
|
11,987
|
|
||
|
Land
|
|
—
|
|
7,437
|
|
|
6,788
|
|
||
|
Computer related
|
|
2 - 10
|
|
2,913
|
|
|
2,980
|
|
||
|
Construction in process
|
|
—
|
|
52
|
|
|
269
|
|
||
|
|
|
|
|
156,860
|
|
|
153,147
|
|
||
|
Less: accumulated depreciation and amortization
|
|
|
|
21,275
|
|
|
14,914
|
|
||
|
Property and equipment, net
|
|
|
|
$
|
135,585
|
|
|
$
|
138,233
|
|
|
(Amounts in 000's)
|
|
Bed Licenses
(included in property and equipment) |
|
Bed Licenses—
Separable |
|
Lease
Rights |
|
Total
|
||||||||
|
Balances, December 31, 2012
|
|
|
|
|
|
|
|
|
||||||||
|
Gross
|
|
$
|
38,478
|
|
|
$
|
2,471
|
|
|
$
|
8,824
|
|
|
$
|
49,773
|
|
|
Accumulated amortization
|
|
(1,438
|
)
|
|
—
|
|
|
(2,701
|
)
|
|
(4,139
|
)
|
||||
|
Net carrying amount
|
|
$
|
37,040
|
|
|
$
|
2,471
|
|
|
$
|
6,123
|
|
|
$
|
45,634
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Amortization expense
|
|
(1,253
|
)
|
|
—
|
|
|
(1,234
|
)
|
|
(2,487
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Balances, December 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
|
Gross
|
|
38,478
|
|
|
2,471
|
|
|
8,824
|
|
|
49,773
|
|
||||
|
Accumulated amortization
|
|
(2,691
|
)
|
|
—
|
|
|
(3,935
|
)
|
|
(6,626
|
)
|
||||
|
Net carrying amount
|
|
35,787
|
|
|
2,471
|
|
|
4,889
|
|
|
43,147
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Amortization expense
|
|
(1,164
|
)
|
|
—
|
|
|
(802
|
)
|
|
(1,966
|
)
|
||||
|
Reclass to held for sale
|
|
(1,530
|
)
|
|
—
|
|
|
—
|
|
|
(1,530
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
Balances, December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
|
Gross
|
|
$
|
36,948
|
|
|
$
|
2,471
|
|
|
$
|
8,824
|
|
|
48,243
|
|
|
|
Accumulated amortization
|
|
(3,855
|
)
|
|
—
|
|
|
(4,737
|
)
|
|
(8,592
|
)
|
||||
|
Net carrying amount
|
|
$
|
33,093
|
|
|
$
|
2,471
|
|
|
$
|
4,087
|
|
|
$
|
39,651
|
|
|
Amounts in (000's)
|
|
Bed
Licenses
|
|
Lease
Rights
|
||||
|
2015
|
|
$
|
1,232
|
|
|
$
|
667
|
|
|
2016
|
|
1,232
|
|
|
667
|
|
||
|
2017
|
|
1,232
|
|
|
667
|
|
||
|
2018
|
|
1,232
|
|
|
667
|
|
||
|
2019
|
|
1,232
|
|
|
667
|
|
||
|
Thereafter
|
|
26,933
|
|
|
752
|
|
||
|
Total
|
|
$
|
33,093
|
|
|
$
|
4,087
|
|
|
|
|
(Amounts in 000's)
|
||
|
Balances, December 31, 2012
|
|
|
||
|
Goodwill
|
|
$
|
5,023
|
|
|
Accumulated impairment losses
|
|
—
|
|
|
|
Total
|
|
$
|
5,023
|
|
|
|
|
|
||
|
Impairment losses
|
|
(799
|
)
|
|
|
Net change during year
|
|
(799
|
)
|
|
|
|
|
|
||
|
Balances, December 31, 2013
|
|
|
||
|
Goodwill
|
|
$
|
5,023
|
|
|
Accumulated impairment losses
|
|
(799
|
)
|
|
|
Total
|
|
$
|
4,224
|
|
|
|
|
|
||
|
Impairment loss
|
|
—
|
|
|
|
Net change during year
|
|
—
|
|
|
|
|
|
|
||
|
Balances, December 31, 2014
|
|
|
||
|
Goodwill
|
|
$
|
5,023
|
|
|
Accumulated impairment losses
|
|
(799
|
)
|
|
|
Total
|
|
$
|
4,224
|
|
|
|
|
(Amounts in
000's) |
||
|
2015
|
|
$
|
7,940
|
|
|
2016
|
|
7,980
|
|
|
|
2017
|
|
8,062
|
|
|
|
2018
|
|
8,188
|
|
|
|
2019
|
|
7,861
|
|
|
|
Thereafter
|
|
8,279
|
|
|
|
Total
|
|
$
|
48,310
|
|
|
|
|
(Amounts in
000's) |
||
|
2015
|
|
$
|
5,370
|
|
|
2016
|
|
5,451
|
|
|
|
2017
|
|
5,532
|
|
|
|
2018
|
|
5,613
|
|
|
|
2019
|
|
5,362
|
|
|
|
Thereafter
|
|
1,578
|
|
|
|
Total
|
|
$
|
28,906
|
|
|
|
|
December 31,
|
||||||
|
Amounts in (000's)
|
|
2014
|
|
2013
|
||||
|
Accrued payroll related
|
|
$
|
6,915
|
|
|
$
|
5,204
|
|
|
Accrued employee benefits
|
|
3,405
|
|
|
3,712
|
|
||
|
Real estate and other taxes
|
|
1,335
|
|
|
1,543
|
|
||
|
Other accrued expenses
|
|
3,998
|
|
|
2,805
|
|
||
|
Total
|
|
$
|
15,653
|
|
|
$
|
13,264
|
|
|
|
|
December 31,
|
||||||
|
Amounts in (000's)
|
|
2014
|
|
2013
|
||||
|
Revolving credit facilities and lines of credit
(a)
|
|
$
|
6,832
|
|
|
$
|
8,503
|
|
|
Senior debt—guaranteed by HUD
|
|
26,022
|
|
|
4,063
|
|
||
|
Senior debt—guaranteed by USDA
|
|
27,128
|
|
|
27,763
|
|
||
|
Senior debt—guaranteed by SBA
|
|
3,703
|
|
|
5,954
|
|
||
|
Senior debt - bonds, net of discount
(b)
|
|
12,967
|
|
|
16,102
|
|
||
|
Senior debt - other mortgage indebtedness
(c)
|
|
60,277
|
|
|
78,408
|
|
||
|
Other debt
|
|
430
|
|
|
625
|
|
||
|
Convertible debt issued in 2010, net of discount
|
|
—
|
|
|
6,930
|
|
||
|
Convertible debt issued in 2011
|
|
—
|
|
|
4,459
|
|
||
|
Convertible debt issued in 2012
|
|
7,500
|
|
|
7,500
|
|
||
|
Convertible debt issued in 2014
|
|
6,500
|
|
|
—
|
|
||
|
Total
|
|
151,359
|
|
|
160,307
|
|
||
|
Less current portion
|
|
22,113
|
|
|
26,154
|
|
||
|
Less: portion included in liabilities of disposal group held for sale
(a),(c)
|
|
5,197
|
|
|
—
|
|
||
|
Less: portion included in liabilities of variable interest entity held for sale
(b)
|
|
5,956
|
|
|
6,034
|
|
||
|
Notes payable and other debt, net of current portion
|
|
$
|
118,093
|
|
|
$
|
128,119
|
|
|
|
|
Amounts in (000's)
|
||
|
2015
|
|
$
|
33,440
|
|
|
2016
|
|
49,970
|
|
|
|
2017
|
|
4,966
|
|
|
|
2018
|
|
1,869
|
|
|
|
2019
|
|
1,966
|
|
|
|
Thereafter
|
|
59,541
|
|
|
|
Subtotal
|
|
151,752
|
|
|
|
Less: unamortized discounts ($174 classified as current)
|
|
(393
|
)
|
|
|
Total notes and other debt
|
|
$
|
151,359
|
|
|
Credit Facility
|
|
Balance at
December 31, 2014 (000's) |
|
Consolidated or
Subsidiary Level Covenant Requirement |
|
Financial Covenant
|
|
Measurement
Period |
|
Min/Max
Financial Covenant Required |
|
Financial
Covenant Metric Achieved |
|
|
|
Future
Financial Covenant Metric Required |
||||||||
|
Gemino Lines of Credit
|
|
$
|
2,575
|
|
|
Consolidated
|
|
Fixed Charge Coverage Ratio (FCCR)
|
|
Quarterly
|
|
1.10
|
|
|
0.82
|
|
|
*
|
|
1.10
|
|
|||
|
PrivateBank - Line of Credit
|
|
$
|
3,002
|
|
|
Subsidiary
|
|
Coverage of Rent and Debt Service
|
|
Quarterly
|
|
1.25
|
|
|
0.98
|
|
|
*
|
|
1.25
|
|
|||
|
|
|
|
|
Consolidated
|
|
Maximum Leverage to EBITDA
|
|
Annual
|
|
11.00
|
|
|
11.03
|
|
|
*
|
|
11.00
|
|
|||||
|
PrivateBank - Line of Credit - HUD
|
|
$
|
1,059
|
|
|
Consolidated
|
|
Maximum Leverage to EBITDA
|
|
Annual
|
|
11.00
|
|
|
11.03
|
|
|
*
|
|
11.00
|
|
|||
|
Contemporary Healthcare Capital - Term Note and Line of Credit - CSCC Nursing, LLC
|
|
$
|
197
|
|
|
Subsidiary
|
|
Minimum Implied Current Ratio
|
|
Quarterly
|
|
1.00
|
|
|
0.94
|
|
|
*
|
|
1.00
|
|
|||
|
|
|
|
Subsidiary
|
|
DSCR
|
|
Quarterly
|
|
1.15
|
|
|
0.04
|
|
|
*
|
|
1.15
|
|
||||||
|
|
$
|
5,000
|
|
|
Subsidiary
|
|
Minimum Occupancy
|
|
Quarterly
|
|
70
|
%
|
|
67
|
%
|
|
*
|
|
70
|
%
|
||||
|
PrivateBank - Mortgage Note - Valley River Nursing, LLC; Park Heritage Nursing, LLC; Benton Nursing, LLC
|
|
$
|
11,007
|
|
|
Subsidiary
|
|
Minimum EBITDAR
|
|
Quarterly
|
|
$
|
450
|
|
|
$
|
136
|
|
|
*
|
|
$
|
450
|
|
|
|
|
|
Subsidiary
|
|
Fixed Charge Coverage Ratio (FCCR)
|
|
Quarterly
|
|
1.05
|
|
|
0.84
|
|
|
*
|
|
1.05
|
|
||||||
|
PrivateBank - Mortgage Note - Little Rock HC&R Nursing, LLC
|
|
$
|
11,627
|
|
|
Subsidiary
|
|
Minimum EBITDAR
|
|
Quarterly
|
|
$
|
358
|
|
|
$
|
348
|
|
|
*
|
|
$
|
358
|
|
|
|
|
|
Subsidiary
|
|
Borrowers Coverage of Debt Service
|
|
Annual
|
|
1.10
|
|
|
1.09
|
|
|
*
|
|
1.10
|
|
||||||
|
|
|
|
Consolidated
|
|
Maximum Leverage to EBITDA
|
|
Annual
|
|
11.00
|
|
|
11.03
|
|
|
*
|
|
11.00
|
|
||||||
|
Medical Clinic Board of the City of Hoover - Bonds - Riverchase Village ADK, LLC
|
|
$
|
6,130
|
|
|
Subsidiary
|
|
Borrowers Coverage of Debt Service
|
|
Annual
|
|
1.20
|
|
|
(0.50
|
)
|
|
*
|
|
1.20
|
|
|||
|
|
|
|
Subsidiary
|
|
Days Cash on Hand
|
|
Annual
|
|
15
|
|
|
0
|
|
|
*
|
|
15
|
|
||||||
|
|
|
|
Subsidiary
|
|
Maximum Days Outstanding on Trade Payables
|
|
Annual
|
|
10
|
%
|
|
69
|
%
|
|
*
|
|
10
|
%
|
||||||
|
City of Springfield - Bonds - Eaglewood Village, LLC
|
|
$
|
7,230
|
|
|
Subsidiary
|
|
Borrowers Coverage of Debt Service
|
|
Annual
|
|
1.10
|
|
|
0.74
|
|
|
*
|
|
1.10
|
|
|||
|
Date of conversion
|
|
Conversion Price
|
|
Shares of Common Stock Issued
|
|
Debt and Interest Converted
|
|||||
|
2011:
|
|
|
|
|
|
|
|||||
|
July 2011
|
|
$
|
4.13
|
|
|
18,160
|
|
|
$
|
75,000
|
|
|
November 2011
|
|
$
|
3.92
|
|
|
19,132
|
|
|
$
|
75,000
|
|
|
Subtotal
|
|
|
|
37,292
|
|
|
$
|
150,000
|
|
||
|
2013:
|
|
|
|
|
|
|
|||||
|
February 2013
|
|
$
|
3.73
|
|
|
6,635
|
|
|
$
|
24,749
|
|
|
March 2013
|
|
$
|
3.73
|
|
|
6,635
|
|
|
$
|
24,749
|
|
|
April 2013
|
|
$
|
3.73
|
|
|
67,024
|
|
|
$
|
250,000
|
|
|
August 2013
|
|
$
|
3.73
|
|
|
284,878
|
|
|
$
|
1,062,595
|
|
|
September 2013
|
|
$
|
3.73
|
|
|
246,264
|
|
|
$
|
918,553
|
|
|
October 2013
|
|
$
|
3.73
|
|
|
448,215
|
|
|
$
|
1,671,840
|
|
|
November 2013
|
|
$
|
3.73
|
|
|
136,402
|
|
|
$
|
508,778
|
|
|
December 2013
|
|
$
|
3.73
|
|
|
82,326
|
|
|
$
|
307,067
|
|
|
Subtotal
|
|
|
|
1,278,379
|
|
|
$
|
4,768,331
|
|
||
|
2014:
|
|
|
|
|
|
|
|||||
|
January 2014
|
|
$
|
3.73
|
|
|
788,828
|
|
|
$
|
2,942,328
|
|
|
July 2014
|
|
$
|
3.73
|
|
|
26,810
|
|
|
$
|
100,000
|
|
|
August 2014
|
|
$
|
3.73
|
|
|
1,045,575
|
|
|
$
|
3,900,000
|
|
|
Subtotal
|
|
|
|
1,861,213
|
|
|
$
|
6,942,328
|
|
||
|
Total
|
|
|
|
3,176,884
|
|
|
$
|
11,860,659
|
|
||
|
(Amounts in 000’s)
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
Total revenues from discontinued operations
|
|
$
|
32,282
|
|
|
$
|
43,532
|
|
|
Net loss from discontinued operations
|
|
$
|
(1,510
|
)
|
|
$
|
(1,255
|
)
|
|
Interest expense, net from discontinued operations
|
|
$
|
(1,049
|
)
|
|
$
|
(1,128
|
)
|
|
Income tax benefit (expense) from discontinued operations
|
|
$
|
253
|
|
|
$
|
(33
|
)
|
|
Loss on impairment from discontinued operations
|
|
$
|
(1,782
|
)
|
|
$
|
(1,972
|
)
|
|
Loss on disposal of assets from discontinued operations
|
|
$
|
—
|
|
|
$
|
(467
|
)
|
|
Amounts in (000's)
|
|
December 31, 2014
|
|
December 31, 2013
|
||||
|
Property and equipment, net
|
|
$
|
3,777
|
|
|
$
|
400
|
|
|
Other assets
|
|
2,036
|
|
|
—
|
|
||
|
Assets of disposal group held for sale
|
|
$
|
5,813
|
|
|
$
|
400
|
|
|
|
|
|
|
|
||||
|
Notes payable
|
|
$
|
5,197
|
|
|
$
|
—
|
|
|
Liabilities of disposal group held for sale
|
|
$
|
5,197
|
|
|
$
|
—
|
|
|
Amounts in (000's)
|
|
December 31, 2014
|
|
December 31, 2013
|
||
|
Property and equipment, net
|
|
—
|
|
|
5,135
|
|
|
Assets of disposal group held for use
|
|
—
|
|
|
5,135
|
|
|
Amounts in (000's)
|
|
December 31, 2014
|
|
December 31, 2013
|
||
|
Property and equipment, net
|
|
5,893
|
|
|
5,893
|
|
|
Other assets
|
|
31
|
|
|
52
|
|
|
Assets of variable interest entity held for sale
|
|
5,924
|
|
|
5,945
|
|
|
|
|
|
|
|
||
|
Bonds payable
|
|
5,956
|
|
|
6,034
|
|
|
Liabilities of variable interest entity held for sale
|
|
5,956
|
|
|
6,034
|
|
|
|
|
Shares (000's)
|
|
|
Options outstanding and authorized for future grants in approved plans for stock options
|
|
935
|
|
|
Common stock warrants outstanding — employees
|
|
1,689
|
|
|
Common stock warrants outstanding — nonemployees
|
|
1,028
|
|
|
Convertible shares issuable under debt agreements (including additional 20% required under agreements)
|
|
4,000
|
|
|
Total authorized shares reserved
|
|
7,652
|
|
|
|
|
December 31,
|
||||||
|
Amounts in (000's)
|
|
2014
|
|
2013
|
||||
|
Employee compensation:
|
|
|
|
|
||||
|
Stock options
|
|
$
|
305
|
|
|
$
|
522
|
|
|
Employee warrants
|
|
149
|
|
|
140
|
|
||
|
Management restricted stock
|
|
139
|
|
|
28
|
|
||
|
Total employee stock-based compensation expense
|
|
$
|
593
|
|
|
$
|
690
|
|
|
Non-employee compensation
|
|
|
|
|
||||
|
Board restricted stock
|
|
$
|
315
|
|
|
$
|
268
|
|
|
Board stock options
|
|
236
|
|
|
117
|
|
||
|
Warrants
|
|
11
|
|
|
22
|
|
||
|
Total non-employee stock-based compensation expense
|
|
$
|
562
|
|
|
$
|
407
|
|
|
Total stock-based compensation expense
|
$
|
1,155
|
|
|
$
|
1,097
|
|
|
|
|
|
2014
|
|
2013
|
||
|
Dividend Yield
|
|
—
|
%
|
|
—
|
%
|
|
Expected Volatility
|
|
40.9% - 51.0%
|
|
|
43.3% - 63.2%
|
|
|
Risk-Free Interest Rate
|
|
0.89% - 1.73%
|
|
|
0.12% - 0.88%
|
|
|
Expected Term
|
|
5.2 years
|
|
|
5.2 years
|
|
|
|
|
2014
|
|
2013
|
||
|
Dividend Yield
|
|
—
|
%
|
|
—
|
%
|
|
Expected Volatility
|
|
38.9% - 39.7%
|
|
|
46.9% - 50.3%
|
|
|
Risk-Free Interest Rate
|
|
0.73% - 1.06%
|
|
|
0.07% - 0.32%
|
|
|
Expected Term
|
|
2 - 10 years
|
|
|
2 - 10 years
|
|
|
•
|
The 2004 Stock Incentive Plan, which expired
March 31, 2014
.
|
|
•
|
The 2005 Stock Incentive Plan, which expires
September 30, 2015
and provides for a maximum of
578,812
shares of common stock to be issued.
|
|
•
|
The 2011 Stock Incentive Plan, which expires
March 28, 2021
and provides for a maximum of
2,152,500
shares of common stock to be issued.
|
|
|
|
Number
of
Shares (000's)
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contract Life
|
|
Aggregate
Intrinsic
Value (000's)
|
|||||
|
Outstanding at December 31, 2012
|
|
1,351
|
|
|
$
|
4.57
|
|
|
|
|
|
|
|
|
Granted
|
|
778
|
|
|
$
|
4.23
|
|
|
|
|
|
|
|
|
Exercised
|
|
(10
|
)
|
|
$
|
3.52
|
|
|
|
|
|
|
|
|
Forfeited
|
|
(210
|
)
|
|
$
|
4.10
|
|
|
|
|
|
|
|
|
Expired
|
|
(105
|
)
|
|
$
|
3.62
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2013
|
|
1,804
|
|
|
$
|
4.54
|
|
|
7.5 years
|
|
$
|
448
|
|
|
Vested at December 31, 2013
|
|
539
|
|
|
$
|
4.77
|
|
|
5.9 years
|
|
$
|
177
|
|
|
Vested or Expected to Vest at December 31, 2013 (a)
|
|
1,592
|
|
|
$
|
4.59
|
|
|
5.9 years
|
|
$
|
400
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Outstanding at December 31, 2013
|
|
1,804
|
|
|
$
|
4.54
|
|
|
|
|
|
||
|
Granted
|
|
159
|
|
|
$
|
4.01
|
|
|
|
|
|
||
|
Exercised
|
|
(251
|
)
|
|
$
|
3.83
|
|
|
|
|
|
||
|
Forfeited
|
|
(581
|
)
|
|
$
|
4.17
|
|
|
|
|
|
||
|
Expired
|
|
(196
|
)
|
|
$
|
4.35
|
|
|
|
|
|
||
|
Outstanding at December 31, 2014
|
|
935
|
|
|
$
|
4.91
|
|
|
7.3 years
|
|
$
|
61
|
|
|
Vested at December 31, 2014
|
|
647
|
|
|
$
|
5.28
|
|
|
6.7 years
|
|
$
|
48
|
|
|
Vested or Expected to Vest at December 31, 2014 (a)
|
|
893
|
|
|
$
|
4.94
|
|
|
7.3 years
|
|
$
|
61
|
|
|
|
|
Stock Options Outstanding
|
|
Options Exercisable
|
||||||||||||
|
Exercise Price
|
|
Number Outstanding (000's)
|
|
Weighted Average Remaining Contractual Term (in years)
|
|
Weighted Average Exercise Price
|
|
Vested and Exercisable (000's)
|
|
Weighted Average Exercise Price
|
||||||
|
$1.30
|
|
16
|
|
|
0.9
|
|
$
|
1.30
|
|
|
16
|
|
|
$
|
1.30
|
|
|
$1.31 - $3.99
|
|
181
|
|
|
7.2
|
|
$
|
3.91
|
|
|
54
|
|
|
$
|
3.93
|
|
|
$4.00 - $4.30
|
|
383
|
|
|
7.8
|
|
$
|
4.13
|
|
|
245
|
|
|
$
|
4.10
|
|
|
$4.31 - $4.99
|
|
40
|
|
|
8.5
|
|
$
|
4.51
|
|
|
17
|
|
|
$
|
4.61
|
|
|
$5.00 - $7.62
|
|
315
|
|
|
7.0
|
|
$
|
6.67
|
|
|
315
|
|
|
$
|
6.67
|
|
|
Total
|
|
935
|
|
|
7.3
|
|
$
|
4.91
|
|
|
647
|
|
|
$
|
5.28
|
|
|
|
|
Number
of
Shares (000's)
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contract Life
|
|
Aggregate Intrinsic
Value (000's)
|
|||||
|
Outstanding at December 31, 2012
|
|
1,806
|
|
|
$
|
2.98
|
|
|
|
|
|
|
|
|
Granted
|
|
70
|
|
|
$
|
5.90
|
|
|
|
|
|
|
|
|
Exercised
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
Forfeited
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2013
|
|
1,876
|
|
|
$
|
3.09
|
|
|
4.8 years
|
|
$
|
2,415
|
|
|
Vested at December 31, 2013
|
|
1,701
|
|
|
$
|
2.90
|
|
|
4.4 years
|
|
$
|
2,402
|
|
|
Vested or Expected to Vest at December 31, 2013 (a)
|
|
1,855
|
|
|
$
|
3.07
|
|
|
4.8 years
|
|
$
|
2,414
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Outstanding at December 31, 2013
|
|
1,876
|
|
|
$
|
3.09
|
|
|
|
|
|
||
|
Granted
|
|
300
|
|
|
$
|
4.49
|
|
|
|
|
|
||
|
Exercised
|
|
(367
|
)
|
|
$
|
3.45
|
|
|
|
|
|
||
|
Forfeited
|
|
(82
|
)
|
|
$
|
5.33
|
|
|
|
|
|
||
|
Expired
|
|
(39
|
)
|
|
$
|
2.59
|
|
|
|
|
|
||
|
Outstanding at December 31, 2014
|
|
1,688
|
|
|
$
|
3.16
|
|
|
4.6 years
|
|
$
|
1,696
|
|
|
Vested at December 31, 2014
|
|
1,389
|
|
|
$
|
2.87
|
|
|
3.5 years
|
|
$
|
1,696
|
|
|
Vested or Expected to Vest at December 31, 2014 (a)
|
|
1,618
|
|
|
$
|
3.10
|
|
|
4.4 years
|
|
$
|
1,696
|
|
|
|
|
Number
of Shares (000's) |
|
Weighted Avg.
Grant Date
Fair Value
|
|||
|
Unvested at December 31, 2012
|
|
284
|
|
|
3.20
|
|
|
|
Granted
|
|
30
|
|
|
$
|
4.34
|
|
|
Vested
|
|
—
|
|
|
$
|
—
|
|
|
Forfeited
|
|
—
|
|
|
$
|
—
|
|
|
Unvested at December 31, 2013
|
|
314
|
|
|
$
|
3.31
|
|
|
|
|
|
|
|
|||
|
Granted
|
|
221
|
|
|
$
|
4.30
|
|
|
Vested
|
|
(10
|
)
|
|
$
|
4.34
|
|
|
Forfeited
|
|
(20
|
)
|
|
$
|
4.34
|
|
|
Unvested at December 31, 2014
|
|
505
|
|
|
$
|
3.68
|
|
|
|
|
Number
of
Shares (000's)
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contract Life
|
|
Aggregate
Intrinsic
Value (000's)
|
|||||
|
Outstanding at December 31, 2012
|
|
1,961
|
|
|
$
|
3.77
|
|
|
|
|
|
|
|
|
Granted
|
|
85
|
|
|
$
|
3.96
|
|
|
|
|
|
|
|
|
Exercised
|
|
(28
|
)
|
|
$
|
1.05
|
|
|
|
|
|
|
|
|
Forfeited
|
|
(29
|
)
|
|
$
|
2.27
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2013
|
|
1,989
|
|
|
$
|
3.84
|
|
|
1.0 year
|
|
$
|
1,054
|
|
|
Vested at December 31, 2013
|
|
1,989
|
|
|
$
|
3.84
|
|
|
1.0 year
|
|
$
|
1,054
|
|
|
Vested or Expected to Vest at December 31, 2013 (a)
|
|
1,989
|
|
|
$
|
3.84
|
|
|
1.0 year
|
|
$
|
1,054
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Outstanding at December 31, 2013
|
|
1,989
|
|
|
$
|
3.84
|
|
|
|
|
|
||
|
Granted
|
|
274
|
|
|
$
|
4.12
|
|
|
|
|
|
||
|
Exercised
|
|
(908
|
)
|
|
$
|
3.59
|
|
|
|
|
|
||
|
Forfeited
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
|
Expired
|
|
(327
|
)
|
|
$
|
4.49
|
|
|
|
|
|
||
|
Outstanding at December 31, 2014
|
|
1,028
|
|
|
$
|
3.93
|
|
|
2.3 years
|
|
$
|
124
|
|
|
Vested at December 31, 2014
|
|
803
|
|
|
$
|
3.90
|
|
|
1.6 years
|
|
$
|
124
|
|
|
Vested or Expected to Vest at December 31, 2014 (a)
|
|
1,028
|
|
|
$
|
3.93
|
|
|
2.3 years
|
|
$
|
124
|
|
|
Options (000's)
|
|
Employee Warrants (000's)
|
|
Non-employee Warrants (000's)
|
|
Exercise Price
|
|||||
|
|
|
202
|
|
|
|
|
$
|
1.04
|
|
||
|
16
|
|
|
|
|
|
|
$
|
1.30
|
|
||
|
|
|
198
|
|
|
|
|
$
|
1.93
|
|
||
|
|
|
221
|
|
|
|
|
$
|
2.57
|
|
||
|
|
|
116
|
|
|
|
|
$
|
2.59
|
|
||
|
|
|
221
|
|
|
|
|
$
|
3.43
|
|
||
|
|
|
116
|
|
|
|
|
$
|
3.46
|
|
||
|
|
|
|
|
50
|
|
|
$
|
3.80
|
|
||
|
|
|
|
|
548
|
|
|
$
|
3.81
|
|
||
|
104
|
|
|
|
|
|
|
$
|
3.90
|
|
||
|
77
|
|
|
105
|
|
|
|
|
$
|
3.93
|
|
|
|
|
|
|
|
85
|
|
|
$
|
3.96
|
|
||
|
|
|
|
|
225
|
|
|
$
|
4.04
|
|
||
|
2
|
|
|
|
|
|
|
$
|
4.05
|
|
||
|
248
|
|
|
|
|
|
|
$
|
4.06
|
|
||
|
|
|
|
|
55
|
|
|
$
|
4.08
|
|
||
|
32
|
|
|
|
|
|
|
$
|
4.11
|
|
||
|
101
|
|
|
|
|
|
|
$
|
4.30
|
|
||
|
|
|
116
|
|
|
|
|
$
|
4.32
|
|
||
|
15
|
|
|
|
|
|
|
$
|
4.33
|
|
||
|
|
|
|
|
16
|
|
|
$
|
4.37
|
|
||
|
|
|
300
|
|
|
|
|
$
|
4.49
|
|
||
|
|
|
|
|
49
|
|
|
$
|
4.50
|
|
||
|
|
|
70
|
|
|
|
|
$
|
4.58
|
|
||
|
25
|
|
|
|
|
|
|
$
|
4.61
|
|
||
|
105
|
|
|
|
|
|
|
$
|
5.71
|
|
||
|
|
|
23
|
|
|
|
|
$
|
5.90
|
|
||
|
105
|
|
|
|
|
|
|
$
|
6.67
|
|
||
|
105
|
|
|
|
|
|
|
$
|
7.62
|
|
||
|
935
|
|
|
1,688
|
|
|
1,028
|
|
|
|
||
|
|
|
December 31,
|
||||||
|
(Amounts in 000's)
|
|
2014
|
|
2013
|
||||
|
Cash
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Accounts receivable
|
|
—
|
|
|
119
|
|
||
|
Assets of variable interest entity held for sale
|
|
5,924
|
|
|
5,945
|
|
||
|
Other assets
|
|
343
|
|
|
371
|
|
||
|
Total assets
|
|
$
|
6,267
|
|
|
$
|
6,435
|
|
|
|
|
|
|
|
||||
|
Accounts payable
|
|
$
|
1,923
|
|
|
$
|
1,793
|
|
|
Accrued expenses
|
|
651
|
|
|
58
|
|
||
|
Current portion of notes payable
|
|
177
|
|
|
184
|
|
||
|
Liabilities of variable interest entity held for sale
|
|
5,956
|
|
|
6,034
|
|
||
|
Noncontrolling interest
|
|
(2,440
|
)
|
|
(1,634
|
)
|
||
|
Total liabilities
|
|
$
|
6,267
|
|
|
$
|
6,435
|
|
|
|
|
December 31,
|
||||||
|
(Amounts in 000's)
|
|
2014
|
|
2013
|
||||
|
Current Tax Expense:
|
|
|
|
|
||||
|
Federal
|
|
$
|
—
|
|
|
$
|
—
|
|
|
State
|
|
34
|
|
|
55
|
|
||
|
|
|
$
|
34
|
|
|
$
|
55
|
|
|
Deferred Tax Expense:
|
|
|
|
|
||||
|
Federal
|
|
$
|
95
|
|
|
$
|
87
|
|
|
State
|
|
3
|
|
|
—
|
|
||
|
|
|
$
|
98
|
|
|
$
|
87
|
|
|
Total income tax expense
|
|
$
|
132
|
|
|
$
|
142
|
|
|
|
|
December 31,
|
||||||
|
(Amounts in 000's)
|
|
2014
|
|
2013
|
||||
|
Income tax expense on continuing operations
|
|
$
|
132
|
|
|
$
|
142
|
|
|
Income tax (benefit) expense on discontinued operations
|
|
(253
|
)
|
|
33
|
|
||
|
Total income tax (benefit) expense
|
|
$
|
(121
|
)
|
|
$
|
175
|
|
|
|
|
December 31,
|
||||||
|
(Amounts in 000's)
|
|
2014
|
|
2013
|
||||
|
Net current deferred tax asset:
|
|
|
|
|
||||
|
Allowance for doubtful accounts
|
|
$
|
2,513
|
|
|
$
|
1,638
|
|
|
Accrued expenses
|
|
807
|
|
|
48
|
|
||
|
|
|
3,320
|
|
|
1,686
|
|
||
|
Net long-term deferred tax asset (liability):
|
|
|
|
|
||||
|
Net operating loss carry forwards
|
|
14,172
|
|
|
8,789
|
|
||
|
Property, equipment & intangibles
|
|
(2,363
|
)
|
|
(2,346
|
)
|
||
|
Stock based compensation
|
|
725
|
|
|
1,081
|
|
||
|
Convertible debt adjustments
|
|
785
|
|
|
2,141
|
|
||
|
Other
|
|
—
|
|
|
—
|
|
||
|
|
|
13,319
|
|
|
9,665
|
|
||
|
Total deferred tax assets
|
|
16,639
|
|
|
11,351
|
|
||
|
Valuation allowance
|
|
(16,675
|
)
|
|
(11,542
|
)
|
||
|
Net deferred tax liability
|
|
$
|
(36
|
)
|
|
$
|
(191
|
)
|
|
|
|
December 31,
|
||||
|
|
|
2014
|
|
2013
|
||
|
Federal income tax at statutory rate
|
|
34.0
|
%
|
|
34.0
|
%
|
|
State and local taxes
|
|
6.9
|
%
|
|
(0.5
|
)%
|
|
Consolidated VIE LLC's
|
|
(1.5
|
)%
|
|
(2.0
|
)%
|
|
Nondeductible expenses
|
|
(9.7
|
)%
|
|
(4.8
|
)%
|
|
Other
|
|
(0.2
|
)%
|
|
(1.7
|
)%
|
|
Change in valuation allowance
|
|
(28.8
|
)%
|
|
(26.3
|
)%
|
|
Effective tax rate
|
|
0.7
|
%
|
|
(1.3
|
)%
|
|
•
|
Under the Amended Consulting Agreement, Mr. Brogdon is entitled to receive a success fee of
$25,000
(increased from
$20,000
under the Original Consulting Agreement) for each potential acquisition identified by Mr. Brogdon which the Company completes (the “Success Fee”); provided, however, that the Success Fee shall not exceed
$160,000
in any calendar year without a majority vote of the Board of Directors.
|
|
•
|
The fee originally payable to Mr. Brogdon upon termination of the Original Consulting Agreement without cause (approximately
$550,000
for such termination prior to a change of control and approximately
$1.1 million
for such termination within six months after a change of control) was eliminated in the Amended Consulting Agreement. Instead, Mr. Brogdon will receive a fee of
$500,000
if a change of control occurs on or before
May 1, 2015
(the “Change of Control Fee”) and the Amended Consulting Agreement has not been earlier terminated. If a change of control occurs after
May 1, 2015
, then no Change of Control Fee is payable. The Amended Consulting Agreement will terminate immediately upon a change of control and the unpaid portion of the Consulting Fee, any accrued and unpaid Success Fee and Change of Control Fee (if applicable) will be paid to Mr. Brogdon upon the closing of the change of control.
|
|
Name
|
|
Age
|
|
Position
|
|
Expiration of Term as a Director
|
|
William McBride, III
|
|
54
|
|
Director, Chairman, President and Chief Executive Officer
|
|
2017
|
|
Sheryl A. Wolf
|
|
52
|
|
Senior Vice President, Controller and Chief Accounting Officer
|
|
N/A
|
|
Christopher Brogdon
|
|
66
|
|
Director
|
|
2017
|
|
Michael J. Fox
|
|
37
|
|
Director
|
|
2017
|
|
Peter J. Hackett
|
|
77
|
|
Director
|
|
2016
|
|
Brent Morrison
|
|
38
|
|
Director
|
|
2016
|
|
Philip S. Radcliffe
|
|
77
|
|
Director
|
|
2015
|
|
David A. Tenwick
|
|
77
|
|
Director
|
|
2015
|
|
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
(1)
|
|
|
|
Option
Awards
($)
(1)
|
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
All Other
Compensation
($)
|
|
|
|
Total
($)
|
|
(A)
|
|
(B)
|
|
(C)
|
|
(D)
|
|
(E)
|
|
|
|
(F)
|
|
|
|
(G)
|
|
(H)
|
|
(I)
|
|
|
|
(J)
|
|
William McBride III, Chairman, President and Chief Executive Officer (principal executive officer)
|
|
2014
|
|
75,000
|
|
—
|
|
673,500
|
|
(2)
|
|
503,774
|
|
(2)
|
|
—
|
|
—
|
|
—
|
|
|
|
1,252,274
|
|
David A. Tenwick, Former Interim President and Chief Executive Officer
|
|
2014
|
|
60,000
|
(3)
|
—
|
|
75,001
|
|
(4)
|
|
—
|
|
|
|
—
|
|
—
|
|
82,000
|
|
(5)
|
|
217,001
|
|
Boyd Gentry, Former President and Chief Executive Officer
|
|
2014
|
|
185,417
|
|
—
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
—
|
|
803,416
|
|
(6)
|
|
988,833
|
|
|
2013
|
|
447,917
|
|
—
|
|
—
|
|
|
|
379,820
|
|
(7)
|
|
—
|
|
—
|
|
6,825
|
|
(8)
|
|
834,562
|
|
|
David Rubenstein, Former Chief Operating Officer
|
|
2014
|
|
300,000
|
|
138,938
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
—
|
|
353,687
|
|
(9)
|
|
792,625
|
|
|
2013
|
|
325,000
|
|
25,000
|
|
—
|
|
|
|
25,000
|
|
(10)
|
|
—
|
|
—
|
|
1,080
|
|
(11)
|
|
376,080
|
|
|
Ronald W. Fleming, Former Chief Financial Officer
|
|
2014
|
|
204,326
|
|
—
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
—
|
|
13,040
|
|
(12)
|
|
217,366
|
|
|
2013
|
|
163,146
|
|
80,000
|
|
130,200
|
|
(13)
|
|
233,907
|
|
(14)
|
|
—
|
|
—
|
|
1,686
|
|
(15)
|
|
608,939
|
|
|
Sheryl A. Wolf, Senior Vice President, Controller and Chief Accounting Officer
|
|
2014
|
|
209,060
|
|
27,522
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
236,582
|
|
|
2013
|
|
168,128
|
|
—
|
|
—
|
|
—
|
|
55,000
|
|
(16)
|
|
—
|
|
—
|
|
—
|
|
|
|
223,128
|
|
|
(1)
|
The amounts set forth in Columns (E) and (F) reflect the full aggregate grant date fair value of the awards (see
Note 14 - Stock Based Compensation
for a description of the assumptions used to determine fair value).
|
|
(2)
|
Represents: (i) a restricted stock award of 150,000 shares of common stock with a grant price of $4.49 per share, which vests with respect to one-third of such shares on each of the first, second and third anniversaries of the grant date of October 10, 2014; and (ii) a warrant to purchase 300,000 shares of common stock with an exercise price of $4.49 per share, which vests with respect to one-third of such shares on each of the first, second and third anniversaries of the grant date of October 10, 2014.
|
|
(3)
|
Represents compensation of $12,000 per month paid to Mr. Tenwick for serving as the Company's Interim Chief Executive Officer and President from June 1, 2014 to November 1, 2014.
|
|
(4)
|
Represents a restricted stock grant of 19,231 shares of common stock with a grant price of $3.90 per share and vesting as to one-third of the shares each year for three years on the anniversary of the grant date of December 17, 2014.
|
|
(5)
|
Represents fees earned and paid to Mr. Tenwick during 2014 for serving as the Company's Chairman of the Board of Directors.
|
|
(6)
|
Represents: (i) salary retirement and continuation costs of $799,615 pursuant to Mr. Gentry's separation agreement effective June 1, 2014; (ii) matching contributions to the Company's 401(k) plan for Mr. Gentry in the amount of $2,188; and (iii) group term life insurance paid for Mr. Gentry in the amount of $1,613.
|
|
(7)
|
Represents: (i) an option to purchase 125,000 shares of common stock with an exercise price of $4.90 per share, which vest as follows: 41,662 shares on January 2, 2014, 41,663 shares on January 2, 2015, and 41,675 shares on January 2, 2016; and (ii) an option granted pursuant to the Cash Compensation Reduction Program described below in “- Employment and Separation Agreements With Former Officers - Boyd P. Gentry” in respect of 2014 compensation to purchase 27,778 shares of common stock with an exercise price of $4.06 per share, which vests one-twelfth during each month of the year ended December 31, 2014.
|
|
(8)
|
Represents: (i) matching contributions to the Company's 401(k) plan for Mr. Gentry in the amount of $4,479; and (ii) group term life insurance paid for Mr. Gentry in the amount of $2,346.
|
|
(9)
|
Represents: (i) salary retirement and continuation costs of $352,605 pursuant to Mr. Rubenstein's separation agreement effective December 31, 2014; and (ii) group term life insurance paid for Mr. Rubenstein in the amount of $1,082.
|
|
(10)
|
Represents an option granted pursuant to the Cash Compensation Reduction Program described below in “- Employment and Separation Agreements With Former Officers - David Rubenstein” in respect of 2014 compensation to purchase 13,889 shares of common stock with an exercise price of $4.06 per share, which vests one-twelfth during each month of the year ended December 31, 2014. These options expired in January 2015.
|
|
(11)
|
Represents group term life insurance paid for Mr. Rubenstein in the amount of $1,080.
|
|
(12)
|
Represents: (i) paid vacation costs of $11,144 and (ii) group term life insurance paid for Mr. Fleming in the amount of $1,896.
|
|
(13)
|
Represents an award of 30,000 shares of restricted common stock, granted pursuant to Mr. Fleming's employment agreement with the Company on December 23, 2013, which award vests as follows: 10,000 shares on May 15, 2014, 10,000 shares on May 15, 2015, and 10,000 shares on May 15, 2016.
|
|
(14)
|
Represents: (i) a warrant to purchase 70,000 shares of common stock with an exercise price of $5.90 per share, which vest as follows: 23,333 shares on May 15, 2014, 23,333 shares on May 15, 2015, and 23,334 shares on May 15, 2016; and (ii) an option granted pursuant to the Cash Compensation Reduction Program described below in “- Employment and Separation Agreements With Former Officers - Ronald W. Fleming” in respect of 2014 compensation to purchase 11,111 shares of common stock with an exercise price of $4.06 per share, which vests one-twelfth during each month of the year ended December 31, 2014.
|
|
(15)
|
Represents group term life insurance paid for Mr. Fleming in the amount of $1,686.
|
|
(16)
|
Represents an option to purchase 25,000 shares of common stock with an exercise price of $4.30 per share, which vest as follows: 8,333 shares on April 17, 2014, 8,333 shares on April 17, 2015 and 8,334 shares on April 17, 2016.
|
|
|
|
OPTION AWARDS
|
|
STOCK AWARDS
|
|||||||||||||||||||||||
|
Name and Principal
Position
|
|
Number of
Securities Underlying Unexercised Options (#) Exercisable |
|
Number of
Securities Underlying Unexercised Options (#)— Unexercisable |
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Earned Options (#) |
|
Option
Exercise
Price
|
|
Option
Expiration Date |
|
Number of
Shares or Units of Stock that have Not Vested |
|
Market
Value of
Stock
that is
Not Vested
|
|
Equity
Incentive
Plan Award:
Total
Number of
Unearned
Shares,
Units or
Other
Rights
that have
Not Vested
|
|
Equity
Incentive
Plan Award:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other Rights
that have
Not Vested
|
|||||||||
|
William McBride III
(1)
, Chairman, President and Chief Executive Officer
|
|
—
|
|
|
300,000
|
|
|
—
|
|
|
$
|
4.49
|
|
|
10/10/2024
|
|
—
|
|
|
—
|
|
|
150,000
|
|
|
673,500
|
|
|
David A. Tenwick
(2)
, Former Chairman, Interim President and Chief Executive Officer
|
|
246,722
|
|
(3)
|
—
|
|
|
—
|
|
|
|
|
|
|
50,731
|
|
(4)
|
—
|
|
—
|
|
|
—
|
|
|||
|
Boyd Gentry
(5)
, Former President, Chief Executive Officer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
—
|
|
|
31,500
|
|
|
135,450
|
|
||
|
David Rubenstein, Chief Operating Officer
|
|
69,993
|
|
|
—
|
|
|
—
|
|
|
$
|
3.93
|
|
|
12/19/2021
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
|
105,000
|
|
|
—
|
|
|
—
|
|
|
$
|
4.58
|
|
|
12/19/2021
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
||
|
|
13,889
|
|
|
—
|
|
|
—
|
|
|
$
|
4.06
|
|
|
11/12/2023
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
||
|
Ronald W. Fleming, Former Chief Financial Officer
|
|
23,333
|
|
|
—
|
|
|
—
|
|
|
$
|
5.90
|
|
|
5/15/2023
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Sheryl A. Wolf
(6),
Senior Vice President, Controller and Chief Accounting Officer
|
|
8,333
|
|
|
16,667
|
|
|
—
|
|
|
$
|
4.30
|
|
|
4/17/2023
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
(1)
|
Warrant vests on the following schedule: 100,000 shares on October 10, 2015, 100,000 shares on October 10, 2016, and 100,000 shares on October 10, 2017; restricted shares vest on the following schedule: 50,000 shares on October 10, 2015, 50,000 shares on October 10, 2016, and 50,000 shares on October 10, 2017.
|
|
(2)
|
Mr. Tenwick did not receive any stock compensation related to his appointment as Interim President and Chief Executive Officer during 2014.
|
|
(3)
|
Represents: (i) options to purchase 27,778 shares of common stock at an exercise price of $4.06 per share; (ii) warrants to purchase 109,472 shares of common stock at an exercise price of $1.93 per share; and (iii) warrants to purchase 109,472 shares of common stock at an exercise price of $1.04 per share. On July 1, 2014, Mr. Tenwick sold an aggregate total of 218,946 fully vested and unexercised warrants for a total sale price of $328,419 to Park City Capital Offshore Master, Ltd., an affiliate of Michael J. Fox, a Director of the Company. Mr. Tenwick sold an additional 109,472 fully vested and unexercised warrants for a sale price of $281,343 to Park City Capital Offshore Master, Ltd. on February 20, 2015.
|
|
(4)
|
Represents: (i) a restricted stock grant of 31,500 shares of common stock with a grant price of $3.20 per share and vesting on June 1, 2015; and (ii) a restricted stock grant of 19,231 shares of common stock with a grant price of $3.90 per share and vesting as to one-third of the shares each year for three years on the anniversary of the grant date of December 17, 2014.
|
|
(5)
|
31,500 restricted shares vest on June 1, 2015.
|
|
(6)
|
Options vest on the following schedule: 8,333 shares on April 17, 2014, 8,333 shares on April 17, 2015 and 8,334 shares on April 17, 2016.
|
|
Name
(a)
|
|
Fees
earned or
paid in
cash
(b)
|
|
Stock awards
(c)
(1)
|
|
Option
awards
(d)
(2)
|
|
Non-equity
incentive plan
compensation
(e)
|
|
Change in
pension value
and non-
qualified
deferred
compensation
earnings
(f)
|
|
All other
compensation
(g)
|
|
Total
|
||||||||||||
|
Christopher F. Brogdon
|
|
$
|
—
|
|
|
$
|
75,001
|
|
(4)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
460,000
|
|
(5)
|
$
|
535,001
|
|
|
|
Michael J. Fox
|
|
$
|
39,000
|
|
|
$
|
—
|
|
|
$
|
74,218
|
|
(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
113,218
|
|
|
|
Peter J. Hackett
|
|
$
|
48,000
|
|
|
$
|
25,003
|
|
(8)
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
73,003
|
|
|
|
Brent Morrison *
|
|
$
|
10,710
|
|
|
$
|
—
|
|
|
74,218
|
|
(6)
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
84,928
|
|
||
|
Philip S. Radcliffe
|
|
$
|
48,000
|
|
|
$
|
75,001
|
|
(4)
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
123,001
|
|
|
|
Laurence E. Sturtz **
|
|
$
|
48,000
|
|
|
$
|
25,003
|
|
(7)
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
73,003
|
|
|
|
(1)
|
The amounts set forth in Column (c) reflect the full aggregate grant date market value of the awards.
|
|
(2)
|
The amounts set forth in Column (d) reflect the full aggregate grant date fair value of the awards (see
|
|
(3)
|
The number of outstanding exercisable and unexercisable options and warrants, and the number of unvested shares of restricted stock held by each of our non-employee directors as of
December 31, 2014
are shown below:
|
|
|
|
As of December 31, 2014
|
||||||
|
|
|
Number of Shares Subject
to Outstanding Options or
Warrants
|
|
|
Number of Shares
of Unvested
Restricted Stock
|
|||
|
Director
|
|
Exercisable
|
|
Unexercisable
|
|
|
||
|
Christopher F. Brogdon
|
|
662,288
|
|
—
|
|
|
50,731
|
|
|
Michael J. Fox
|
|
21,667
|
|
51,865
|
|
|
—
|
|
|
Peter J. Hackett
|
|
37,167
|
|
—
|
|
|
37,911
|
|
|
Brent Morrison
|
|
—
|
|
51,865
|
|
|
—
|
|
|
Philip S. Radcliffe
|
|
61,013
|
|
—
|
|
|
50,731
|
|
|
Laurence E. Sturtz
|
|
81,007
|
|
—
|
|
|
37,911
|
|
|
(4)
|
Represents a restricted stock grant of 19,231 shares of common stock with a grant price of $3.90 per share and vesting as to one-third of the shares each year for three years on the anniversary of the grant date of December 17, 2014.
|
|
(5)
|
Represents (i) $105,000 paid to Mr. Brogdon in 2014 pursuant to his Consulting Agreement with the Company; (ii) $100,000 paid to Mr. Brogdon pursuant to the May 6, 2014 Amendment to the Consulting Agreement; and (iii) $255,000 remaining due to Mr. Brogdon pursuant to his Consulting Agreement that was offset against the remaining amount owed by Mr. Brogdon to the Company under the promissory note related to our consolidating variable interest entity (see "-Director Compensation-Brogdon Consulting Agreement",
|
|
(6)
|
Represents an option granted to purchase 51,865 shares of common stock with an exercise price of $3.90 per share and vesting as to one-third of the shares each year for three years on the anniversary of the grant date of December 17, 2014.
|
|
(7)
|
Represents a restricted stock grant of 6,411 shares of common stock with a grant price of $3.90 per share and vesting on December 17, 2015.
|
|
•
|
Under the amended consulting agreement, Mr. Brogdon is entitled to receive a success fee of $25,000 (increased from $20,000 under the original consulting agreement) for each potential acquisition identified by Mr. Brogdon which the Company completes; provided, however, that the success fee shall not exceed $160,000 in any calendar year without a majority vote of the Board.
|
|
•
|
The fee originally payable to Mr. Brogdon upon termination of the original consulting agreement without cause (approximately $550,000 for such termination prior to a change of control and approximately $1.1 million for such termination within six months after a change of control) was eliminated in the amended consulting agreement. Instead, Mr. Brogdon will receive a change of control fee of $500,000 if a change of control (as defined in the amended consulting agreement) occurs on or before May 1, 2015 and the amended consulting agreement has not been earlier terminated. If a change of control occurs after May 1, 2015, then no change of control fee is payable. The amended consulting agreement will terminate immediately upon a change of control and any accrued and unpaid success fee and change of control fee (if applicable) will be paid to Mr. Brogdon upon the closing of the change of control.
|
|
Name of Beneficial Owner
(1)
|
|
Number of
Shares of
Common Stock Beneficially Owned
(2)
|
|
|
|
Percent of
Outstanding
Common Stock
(3)
|
||
|
5% Beneficial Owners (Excluding Directors and Executive Officers):
|
|
|
|
|
|
|
||
|
Connie B. Brogdon
(4)
|
|
1,667,727
|
|
|
(5)
|
|
8.7
|
%
|
|
Anthony J. Cantone
(6)
|
|
1,922,699
|
|
|
(7)
|
|
10.0
|
%
|
|
Park City Capital, LLC
(8)
|
|
1,322,307
|
|
|
(9)
|
|
6.9
|
%
|
|
Doucet Asset Management, LLC
(10)
|
|
1,433,659
|
|
|
(11)
|
|
7.5
|
%
|
|
Directors and Executive Officers:
|
|
|
|
|
|
|
||
|
Christopher Brogdon
|
|
1,667,727
|
|
|
(12)
|
|
8.7
|
%
|
|
Michael J. Fox
|
|
1,322,307
|
|
|
(13)
|
|
6.9
|
%
|
|
Peter J. Hackett
|
|
67,173
|
|
|
(14)
|
|
*
|
|
|
William McBride III
|
|
10,000
|
|
|
(15)
|
|
*
|
|
|
Brent Morrison
|
|
—
|
|
|
|
|
*
|
|
|
Philip S. Radcliffe
|
|
140,678
|
|
|
(16)
|
|
*
|
|
|
David A. Tenwick
|
|
465,169
|
|
|
(17)
|
|
2.4
|
%
|
|
Sheryl A. Wolf
|
|
8,333
|
|
|
(18)
|
|
*
|
|
|
All directors and executive officers as a group
|
|
3,681,387
|
|
|
|
|
19.2
|
%
|
|
David Rubenstein
|
|
188,882
|
|
|
(19)
|
|
1.0
|
%
|
|
Ronald W. Fleming
|
|
10,447
|
|
|
(20)
|
|
*
|
|
|
Boyd Gentry
|
|
99,554
|
|
|
(21)
|
|
*
|
|
|
All former officers as a group
|
|
298,883
|
|
|
|
|
1.6
|
%
|
|
(1)
|
The address for each of our directors and executive officers is c/o AdCare Health Systems, Inc., 1145 Hembree Road, Roswell, Georgia 30076.
|
|
(2)
|
Except as otherwise specified, each individual has sole and direct beneficial voting and dispositive power with respect to shares of the common stock indicated.
|
|
(3)
|
Percentage is calculated based on
19,220,903
shares of common stock outstanding as of
March 13, 2015
.
|
|
(4)
|
The address for Connie B. Brogdon is 88 West Paces Ferry Road N.W., Atlanta, Georgia 30305.
|
|
(5)
|
Includes: (i) 221,296 shares of common stock held directly by Christopher Brogdon (her spouse); (ii) 784,143 shares of common stock held by Connie B. Brogdon; (iii) warrants to purchase 115,763 shares of common stock held by Christopher Brogdon at an exercise price of $2.59 per share; (iv) warrants to purchase 115,763 shares of common stock held by Christopher Brogdon at an exercise price of $3.46 per share; (v) warrants to purchase 115,762 shares of common stock held by Christopher Brogdon at an exercise price of $4.32 per share; (vi) an option to purchase 105,000 shares of common stock held by Christopher Brogdon at an exercise price of $5.71 per share; (vii) an option to purchase 105,000 shares of common stock held by Christopher Brogdon at an exercise price of $6.67 per share; and (viii) an option to purchase 105,000 shares of common stock held by Christopher Brogdon at an exercise price of $7.62 per share.
|
|
(6)
|
The address for Anthony J. Cantone is 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724.
|
|
(7)
|
The information set forth in this table regarding Mr. Cantone is based on Schedule 13G/A filed with the SEC by Mr. Cantone and other reporting persons on August 21, 2014, Form 4 filed with the SEC by Mr. Cantone on August 22, 2014, and other information known to the Company. Includes: (i) 318,013 shares of common stock held by Mr. Cantone; (ii) 150,038 shares of common stock held by affiliates of Mr. Cantone; (iii) 617,269 shares of common stock issuable upon conversion of a 2012 Note held by an affiliate of Mr. Cantone; (iv) 289,879 shares of common stock issuable upon conversion of a 2012 Note held by Mr. Cantone; (v) a warrant held by an affiliate of Mr. Cantone to purchase 75,000 shares of common stock; (vi) a warrant held by an affiliate of Mr. Cantone to purchase 315,000 shares of common stock at an exercise price of $3.81 per share; (vii) a warrant held by an affiliate of Mr. Cantone to purchase 105,000 shares of common stock at an exercise price of $3.81 per share; and (viii) 52,500 shares of common
|
|
(8)
|
The address for Park City Capital, LLC is 200 Crescent Court, Suite 1575, Dallas, Texas 75201.
|
|
(9)
|
The information set forth in this table regarding Park City is based on a Form 4 and Schedule 13 D/A filed with the SEC by Michael J. Fox on February 23, 2015
and
other information known to the Company. Park City Capital Offshore Master, Ltd. has sole voting and dispositive power with respect to 1,198,390 of the shares. Park City Special Opportunity Fund, Ltd. has sole voting and dispositive power with respect to 102,250 of the shares. Park City Capital, LLC has shared voting and dispositive power with respect to 1,300,640 of the shares. PCC SOF GP, LLC has shared voting and dispositive power with respect to 102,250 of the shares. Michael J. Fox has sole voting
and
dispositive power with respect to 21,667 of the shares and shared voting and dispositive power with respect to 1,300,640 of the shares. Park City Capital Offshore Master, Ltd. has a convertible promissory note convertible into 222,222 shares of common stock at a conversion price of $4.50 per share.
The convertible promissory note is subject to certain beneficial ownership limitations.
|
|
(10)
|
The address for Doucet Asset Management, LLC is 2204 Lakeshore Drive, Suite 304, Birmingham, Alabama 35209.
|
|
(11)
|
The information set forth in this table regarding Doucet Asset Management, LLC is based on a Schedule 13D (the "Doucet Schedule 13D") filed with the SEC by Doucet Asset Management and other reporting persons on February 4, 2015, and other information known to the Company. Doucet Capital, LLC has shared voting and dispositive power with respect to 1,433,659 of the shares. Doucet Asset Management, LLC has shared voting and dispositive power with respect to 1,433,659 of the shares. Christopher L. Doucet, managing member of Doucet Capital, LLC and CEO and control person of Doucet Asset Management, LLC, has shared voting and dispositive power with respect to 1,433,659 of the shares. Suzette A. Doucet, CFO and control person of Doucet Asset Management, LLC, has shared voting and dispositive power with respect to 1,433,659 of the shares. The Doucet Schedule 13D includes a letter to the Board, dated February 4, 2015, in which Mr. Doucet proposes that AdCare merge with Global Healthcare REIT, Inc., a company affiliate with Chris Brogdon.
|
|
(12)
|
Includes: (i) 784,143 shares of common stock held directly by Connie B. Brogdon (his spouse); (ii) 221,296 shares of common stock held by Christopher Brogdon; (iii) warrants to purchase 115,763 shares of common stock held by Christopher Brogdon at an exercise price of $2.59 per share; (iv) warrants to purchase 115,763 shares of common stock held by Christopher Brogdon at an exercise price of $3.46 per share; (v) warrants to purchase 115,762 shares of common stock held by Christopher Brogdon at an exercise price of $4.32 per share; (vi) an option to purchase 105,000 shares of common stock at an exercise price of $5.71 per share; (vii) an option to purchase 105,000 shares of common stock held by Christopher Brogdon at an exercise price of $6.67 per share; and (viii) an option to purchase 105,000 shares of common stock held by Christopher Brogdon at an exercise price of $7.62 per share.
|
|
(13)
|
Includes: (i) 750,000 shares of common stock held by affiliates of Mr. Fox; (ii) options to purchase 21,667 shares of common stock held by Mr. Fox at an exercise price of $4.06 per share; (iii) a warrant to purchase 109,473 shares of common stock held by an affiliate of Mr. Fox at an exercise price of $2.57 per share; (iv) a warrant to purchase 109,473 shares of common stock held by an affiliate of Mr. Fox at an exercise price of $3.43 per share; (v) a warrant to purchase 109,472 shares of common stock held by an affiliate of Mr. Fox at an exercise price of $1.93 per share; and (vi) a convertible promissory note held by an affiliate of Mr. Fox convertible into 222,222 shares of common stock at a conversion price of $4.50 per share. The convertible promissory note beneficially owned by Mr. Fox is subject to certain beneficial ownership limitations.
|
|
(14)
|
Includes: (i) 30,006 shares of common stock held by Mr. Hackett; (ii) options to purchase 10,500 shares of common stock at an exercise price of $4.11 per share; and (iii) options to purchase 26,667 shares of common stock at an exercise price of $4.06 per share.
|
|
(15)
|
Includes 10,000 shares of common stock held by Mr. McBride.
|
|
(16)
|
Includes: (i) 79,665 shares of common stock held by Mr. Radcliffe; (ii) options to purchase 3,240 shares of common stock at an exercise price of $1.30 per share; (iii) options to purchase 10,500 shares of common stock at an exercise price of $4.11 per share; (iv) options to purchase 26,667 shares of common stock at an exercise price of $4.06 per share; (v) warrants to purchase 5,151 shares of common stock at an exercise price of $1.04 per share; (vi) warrants to purchase 5,151 shares of common stock at an exercise price of $1.93 per share; (vii) warrants to purchase 5,152 shares of common stock at an exercise price of $2.57 per share; and (viii) warrants to purchase 5,152 shares of common stock at an exercise price of $3.43 per share.
|
|
(17)
|
Includes: (i) 327,919 shares of common stock held by Mr. Tenwick; (ii) options to purchase 27,778 shares of common stock at an exercise price of $4.06 per share; and (iii) warrants to purchase 109,472 shares of common stock at an exercise price of $1.04 per share.
|
|
(18)
|
Includes an option to purchase 8,333 shares of common stock at an exercise price of $4.30 per share.
|
|
(19)
|
Includes: (i) options to purchase 13,889 shares of common stock at an exercise price of $4.06 per share; (ii) warrants to purchase 105,000 shares of common stock at an exercise price of $3.93 per share; and (iii) warrants to purchase 69,993 shares of common stock at an exercise price of $4.58 per share.
|
|
(20)
|
Includes (i) 447 shares of common stock held directly by Mr. Fleming; and (ii) 10,000 shares restricted stock.
|
|
(21)
|
Includes (i) 63,823 shares of common stock held directly by Mr. Gentry; and (ii) 31,500 shares of restricted stock that vest on June 1, 2015.
|
|
•
|
Under the amended consulting agreement, Mr. Brogdon is entitled to receive a success fee of $25,000 (increased from $20,000 under the original consulting agreement) for each potential acquisition identified by Mr. Brogdon which the Company completes; provided, however, that the success fee shall not exceed $160,000 in any calendar year without a majority vote of the Board.
|
|
•
|
The fee originally payable to Mr. Brogdon upon termination of the original consulting agreement without cause (approximately $550,000 for such termination prior to a change of control and approximately $1.1 million for such termination within six months after a change of control) was eliminated in the amended consulting agreement. Instead, Mr. Brogdon will receive a change of control fee of $500,000 if a change of control (as defined in the amended consulting agreement) occurs on or before May 1, 2015 and the amended consulting agreement has not been earlier terminated. If a change of control occurs after May 1, 2015, then no change of control fee is payable. The amended consulting agreement will terminate immediately upon a change of control and any accrued and unpaid success fee and change of control fee (if applicable) will be paid to Mr. Brogdon upon the closing of the change of control.
|
|
|
|
December 31,
|
||||||
|
(000's)
|
|
2014
|
|
2013
|
||||
|
Audit fees (total)
(1)
|
|
$
|
519
|
|
|
$
|
484
|
|
|
Audit-related fees (total)
(2)
|
|
43
|
|
|
92
|
|
||
|
Tax fees
|
|
—
|
|
|
—
|
|
||
|
All other fees
|
|
—
|
|
|
—
|
|
||
|
Total fees
|
|
$
|
562
|
|
|
$
|
576
|
|
|
(1)
|
Audit fees include fees associated with professional services rendered by KPMG for the audit of the Company's annual financial statements and review of financial statements included in the Company's quarterly reports on Form 10-Q.
|
|
(2)
|
Audit related fees include fees for the audit of our HUD properties and additional services related to acquisitions, registration statements and other regulatory filings.
|
|
(i)
|
Consolidated Balance Sheets—
December 31, 2014
and
2013
;
|
|
(ii)
|
Consolidated Statements of Operations—Years ended
December 31, 2014
and
2013
;
|
|
(iii)
|
Consolidated Statements of Stockholders' Equity—Years ended
December 31, 2014
and
2013
;
|
|
(iv)
|
Consolidated Statements of Cash Flows—Years ended
December 31, 2014
and
2013
; and
|
|
(v)
|
Notes to Consolidated Financial Statements.
|
|
•
|
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 the 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 you or other investors, and
|
|
•
|
Were made only as of the date of the applicable agreement or such other date or dates may be specified in the agreement and are subject to more recent developments.
|
|
|
AdCare Health Systems, Inc.
|
|
|
|
by:
|
/s/ WILLIAM MCBRIDE III
|
|
|
|
William McBride III
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
March 31, 2015
|
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
|
|
/s/ WILLIAM MCBRIDE III
|
|
|
|
|
|
William McBride III
|
|
Chairman, Chief Executive Officer (Principal Executive Officer)
|
|
March 31, 2015
|
|
|
|
|
|
|
|
/s/ SHERYL A. WOLF
|
|
|
|
|
|
Sheryl A. Wolf
|
|
Chief Accounting Officer (Principal Financial and Accounting Officer)
|
|
March 31, 2015
|
|
|
|
|
|
|
|
/s/ CHRISTOPHER F. BROGDON
|
|
|
|
|
|
Christopher F. Brogdon
|
|
Director
|
|
March 31, 2015
|
|
|
|
|
|
|
|
/s/ MICHAEL J. FOX
|
|
|
|
|
|
Michael J. Fox
|
|
Director
|
|
March 31, 2015
|
|
|
|
|
|
|
|
/s/ PETER J. HACKETT
|
|
|
|
|
|
Peter J. Hackett
|
|
Director
|
|
March 31, 2015
|
|
|
|
|
|
|
|
/s/ BRENT MORRISON
|
|
|
|
|
|
Brent Morrison
|
|
Director
|
|
March 31, 2015
|
|
|
|
|
|
|
|
/s/ PHILIP S. RADCLIFFE
|
|
|
|
|
|
Philip S. Radcliffe
|
|
Director
|
|
March 31, 2015
|
|
|
|
|
|
|
|
/s/ DAVID A. TENWICK
|
|
|
|
|
|
David A. Tenwick
|
|
Director
|
|
March 31, 2015
|
|
Exhibit No.
|
Description
|
Method of Filing
|
|
|
2.1
|
|
Purchase Agreement, dated as of September 15, 2011, by and between JRT Group Properties, LLC and AdCare Hembree Road Property, LLC
|
Incorporated by reference to Exhibit 10.160 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
2.2
|
|
Purchase and Sale Agreement, dated as of January 3, 2012, between SCLR, LLC and AdCare Property Holdings, LLC
|
Incorporated by reference to Exhibit 2.9 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
2.3
|
|
Purchase and Sale Agreement, dated as of January 17, 2012, between Gyman Properties, LLC and AdCare Property Holdings, LLC
|
Incorporated by reference to Exhibit 2.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
2.4
|
|
Purchase and Sale Agreement, dated March 12, 2012, by and between Westlake Nursing Home Limited and AdCare Property Holdings, LLC
|
Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed March 15, 2012
|
|
2.5
|
|
Purchase and Sale Agreement, dated March 14, 2012, by and between F & F Ventures, LLC, Tulsa Christian Care, Inc., d/b/a/ Companions Specialized Care Center and AdCare Property Holdings, LLC
|
Incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed March 15, 2012
|
|
2.6
|
|
Purchase and Sale Agreement, dated as of April 3, 2012, between Evans Memorial Hospital, Inc. and AdCare Property Holdings, LLC
|
Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed April 9, 2012
|
|
2.7
|
|
Third Amendment to Purchase and Sale Agreement, dated as of April 17, 2012, by and between First Commercial Bank and AdCare Property Holdings, LLC.
|
Incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed April 23, 2012
|
|
2.8
|
|
Purchase Agreement, dated as of April 27, 2012, between AdCare Property Holdings, LLC and 1761 Pinewood Holdings, LLC
|
Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed May 3, 2012
|
|
2.9
|
|
Second Amendment to Purchase and Sale Agreement, dated April 30, 2012, by and between Gyman Properties, LLC and AdCare Property Holdings, LLC
|
Incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed May 3, 2012
|
|
2.10
|
|
First Amendment to Purchase and Sale Agreement, dated May 15, 2012, by and between AdCare Property Holdings, LLC and Westlake Nursing Home Limited
|
Incorporated by reference to Exhibit 2.6 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
2.11
|
|
Purchase Agreement, dated June 4, 2012, by and between AdCare Hembree Road Property, LLC and JRT Group Properties, LLC
|
Incorporated by reference to Exhibit 2.7 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
2.12
|
|
Second Amendment to Purchase and Sale Agreement, dated June 19, 2012, by and among F & F Ventures, LLC, Tulsa Christian Care, Inc., d/b/a Companions Specialized Care Center, George Perry Farmer, Jr., Jessica L. Farmer and AdCare Property Holdings, LLC
|
Incorporated by reference to Exhibit 2.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
2.13
|
|
Amendment to Purchase Agreement, dated July 19, 2012, between 1761 Pinewood Holdings, LLC and AdCare Property Holdings, LLC
|
Incorporated by reference to Exhibit 2.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
2.14
|
|
Purchase and Sale Agreement, dated as of August 9, 2012, between Winyah Nursing Home, Inc. and AdCare Property Holdings, LLC
|
Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed August 15, 2012
|
|
2.15
|
|
Second Amendment to Purchase Agreement, dated as of August 31, 2012, between Winyah Nursing Home, Inc. and AdCare Property Holdings, LLC
|
Incorporated by reference to Exhibit 2.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
2.16
|
|
Third Amendment to Purchase Agreement, dated as of September 27, 2012, between 1761 Pinewood Holdings, LLC and AdCare Property Holdings, LLC
|
Incorporated by reference to Exhibit 2.4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
2.17
|
|
Agreement of Sale, dated October 11, 2012, between AdCare Health Systems, Inc., certain of its subsidiaries named therein and CHP Acquisition Company, LLC
|
Incorporated by reference to Exhibit 2.5 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
2.18
|
|
Assignment of Purchase and Sale Agreement, dated October 12, 2012, executed by AdCare Property Holdings, LLC in favor of Edwards Redeemer Property Holdings, LLC and ER Nursing, LLC
|
Incorporated by reference to Exhibit 2.6 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
2.19
|
|
Assignment of Purchase and Sale Agreement, dated October 12, 2012, executed by AdCare Property Holdings, LLC in favor of WP Oklahoma Nursing, LLC
|
Incorporated by reference to Exhibit 2.7 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
2.20
|
|
Membership Interest Power (transferring membership interests of Edwards Redeemer Property Holdings, LLC from AdCare Property Holdings, LLC to Christopher Brogdon), dated October 12, 2012
|
Incorporated by reference to Exhibit 2.8 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
2.21
|
|
Fourth Amendment to Purchase and Sale Agreement, dated October 8, 2012, between AdCare Property Holdings, LLC and First Commercial Bank
|
Incorporated by reference to Exhibit 2.5 to the Registrant’s Current Report on Form 8-K filed October 10, 2012
|
|
2.22
|
|
Membership Interest Purchase Agreement, dated as of September 25, 2012, by and between John B. Montgomery and Michael Morton and AdCare Property Holdings, LLC
|
Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed October 1, 2012
|
|
2.23
|
|
Addendum to Membership Interest Purchase Agreement, dated as of September 26, 2012, by and between John B. Montgomery and Michael Morton and AdCare Property Holdings, LLC
|
Incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed October 1, 2012
|
|
2.24
|
|
First Amendment to Purchase and Sale Agreement, effective as of October 31, 2012, between AdCare Property Holdings, LLC and Winyah Nursing Home, LLC
|
Incorporated by reference to Exhibit 2.12 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
2.25
|
|
Fifth Amendment to Purchase and Sale Agreement, dated as of November 30, 2012, by and between First Commercial Bank and AdCare Property Holdings, LLC
|
Incorporated by reference to Exhibit 2.6 of the Registrant’s Current Report on Form 8-K filed December 19, 2012
|
|
2.26
|
|
First Amendment to Asset Purchase Agreement, dated December 28, 2012, among CHP Acquisition Company, LLC, AdCare Health Systems Inc. and certain of its subsidiaries named therein
|
Incorporated by reference to Exhibit 2.25 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012
|
|
2.27
|
|
Assignment of Purchase and Sale Agreement, dated December 31, 2012, by and between AdCare Property Holdings, LLC, Northwest Property Holdings, LLC and NW 61st Nursing, LLC
|
Incorporated by reference to Exhibit 2.26 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
2.28
|
|
Purchase and Sale Agreement, dated February 15, 2013, between AdCare Property Holdings, LLC and Avalon Health Care, LLC
|
Incorporated by reference to Exhibit 2.27 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
2.29
|
|
First Amendment to Purchase and Sale Agreement, dated March 14, 2013, between AdCare Property Holdings, LLC and Avalon Health Care, LLC
|
Incorporated by reference to Exhibit 2.28 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
2.30
|
|
First Amendment to Purchase and Sale Agreement, dated March 20, 2012, by and between Gyman Properties, LLC and AdCare Property Holdings, LLC
|
Incorporated by reference to Exhibit 2.30 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
2.31
|
|
First Amendment to Purchase and Sale Agreement, dated April 19, 2012, by and among AdCare Property Holdings, LLC, F & F Ventures, LLC and Tulsa Christian Care, Inc., d/b/a Companions Specialized Care Center
|
Incorporated by reference to Exhibit 2.31 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
2.32
|
|
Reinstatement, Sixth Amendment and Assignment of Purchase and Sale Agreement, dated May 7, 2013, by and among First Commercial Bank, Brogdon Family, LLC and AdCare Property Holdings, LLC
|
Incorporated by reference to Exhibit 2.3 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
2.33
|
|
Third Amendment to Purchase and Sale Agreement, dated July 31, 2012, by and among AdCare Property Holdings, LLC, F & F Ventures, LLC and Tulsa Christian Care, Inc., d/b/a Companions Specialized Care Center
|
Incorporated by reference to Exhibit 2.32 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
2.34
|
|
Second Amendment to Purchase and Sale Agreement, dated August 31, 2012, by and between AdCare Property Holdings, LLC and 1761 Pinewood Holdings, LLC
|
Incorporated by reference to Exhibit 2.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
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 with the Securities and Exchange Commission 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
|
|
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 Subordinated Convertible Note, issued April 29, 2011, by AdCare Health Systems, Inc.
|
Incorporated by reference to Exhibit 4.2 to the Registrant’s Form S-3 (File No. 333-175541)
|
|
4.8*
|
|
Warrant to Purchase Shares of Common Stock, dated January 10, 2011, issued by AdCare Health Systems, Inc. to Boyd P. Gentry
|
Incorporated by reference to Exhibit 10.158 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
4.9
|
|
Warrant to Purchase Shares of Common Stock, dated March 31, 2011, issued by AdCare Health Systems, Inc. to Cantone Research, Inc.
|
Incorporated by reference to Exhibit 4.3 to the Registrant’s Form S-3 (File No. 333-175541)
|
|
4.10
|
|
Registration Rights Agreement, dated April 29, 2011, by and among AdCare Health Systems, Inc. and the investors named therein
|
Incorporated by reference to Exhibit 4.5 to the Registrant’s Form S-3 (File No. 333-175541)
|
|
4.11
|
|
Registration Rights Agreement, dated March 31, 2011, by and among AdCare Health Systems, Inc. and the investors named therein
|
Incorporated by reference to Exhibit 10.2 to the Registrant’s Form S-3 (File No. 333-175541)
|
|
4.12
|
|
Form of Registration Rights Agreement, dated as of June 28, 2012, between AdCare Health Systems, Inc. and the Buyers signatory thereto
|
Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed July 5, 2012
|
|
4.13
|
|
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
|
|
4.14
|
|
Form of Warrant to Purchase Common Stock of the Company
|
Incorporated by reference to Exhibit 4.3 to the Registrant’s Form S-3 (File No. 333-175541)
|
|
4.15
|
|
Form of Subordinated Convertible Note, issued March 31, 2011, by AdCare Health Systems, Inc.
|
Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed April 6, 2011
|
|
4.16
|
|
Warrant to Purchase 312,500 Shares of Common Stock, dated April 1, 2012, issued by AdCare Health Systems, Inc. to Strome Alpha Offshore Ltd.
|
Incorporated by reference to Exhibit 4.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
4.17
|
|
Warrant to Purchase 300,000 Shares of Common Stock, dated March 30, 2012, issued by AdCare Health Systems, Inc. to Cantone Asset Management LLC
|
Incorporated by reference to Exhibit 4.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
4.18
|
|
Warrant to Purchase 100,000 Shares of Common Stock, dated July 2, 2012, issued by AdCare Health Systems, Inc. to Cantone Research, Inc.
|
Incorporated by reference to Exhibit 4.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
4.19
|
|
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
|
|
4.20
|
|
Warrant to Purchase 15,000 Shares of Common Stock, dated August 31, 2012, issued by AdCare Health Systems, Inc. to Hayden IR, LLC
|
Incorporated by reference to Exhibit 4.22 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
4.21*
|
|
Warrant to Purchase 70,000 Shares of Common Stock, dated May 15, 2013, issued by AdCare Health Systems, Inc. to Ronald W. Fleming
|
Incorporated by reference to Exhibit 4.23 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
4.22
|
|
Warrant to Purchase 75,000 shares of Common Stock, dated October 26, 2013, issued by AdCare Health Systems, Inc. to Cantone Research, Inc.
|
Incorporated by reference to Exhibit 4.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013
|
|
4.23
|
|
Form of Registration Rights Agreement, dated March 28, 2014, by and among AdCare Health Systems, Inc. and the investors named therein
|
Incorporated by reference to Exhibit 4.23 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013
|
|
4.24
|
|
Form of 10% Subordinated Convertible Note Due April 30, 2015 issued by AdCare Health Systems, Inc.
|
Incorporated by reference to Exhibit 4.24 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013
|
|
4.25
|
|
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
|
|
10.1*
|
|
Employment Agreement between AdCare Health Systems, Inc. and David A. Tenwick, dated September 1, 2008
|
Incorporated by reference to Exhibit 99.1 of the Registrant’s Form 8-K filed September 8, 2008
|
|
10.2
|
|
Reimbursement Agreement between Community's Hearth & Home, Ltd. and Cornerstone Bank dated December 1, 2002
|
Incorporated by reference to Exhibit 10.14 of the Registrant's Registration Statement Form SB (Registration No. 333-131542) filed February 3, 2006
|
|
10.3
|
|
Reimbursement Agreement between Community's Hearth & Home, Ltd. and The Huntington National Bank dated September 13, 2007
|
Incorporated by reference to Exhibit 10.19 of the Registrant's annual report on form 10-KSB as amended March 31, 2008
|
|
10.4
|
|
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
|
|
10.5
|
|
Regulatory Agreement and Mortgage Note between The Pavilion Care Center, LLC and Red Mortgage Capital, Inc, in the original amount of $2,108,800 dated November 27, 2007
|
Incorporated by reference to Exhibit 10.19 of the Registrant's annual report on form 10-KSB as amended March 31, 2008
|
|
10.6
|
|
Regulatory Agreement and Mortgage Note between Hearth & Home of Urbana and Red Mortgage Capital, Inc, in the original amount of $2,142,700 dated June 26, 2008
|
Incorporated by reference to Exhibit 10.26 of the Registrant's annual report on form 10-K filed March 31, 2009
|
|
10.7
|
|
Regulatory Agreement and Mortgage Note between Community's Hearth & Home and Red Mortgage Capital, Inc, in the original amount of $1,863,800 dated June 26, 2008
|
Incorporated by reference to Exhibit 10.27 of the Registrant's annual report on form 10-K filed March 31, 2009
|
|
10.8
|
|
Promissory Note between Assured Health Care and Huntington National Bank in the original amount of $760,000 dated July 24, 2008
|
Incorporated by reference to Exhibit 10.28 of the Registrant's annual report on form 10-K filed March 31, 2009
|
|
10.9
|
|
Promissory Note between AdCare Health Systems, Inc. and Huntington National Bank in the original amount of $300,000 dated October 17, 2008
|
Incorporated by reference to Exhibit 10.29 of the Registrant’s annual report on form 10-K filed March 31, 2009
|
|
10.10
|
|
Promissory Note between AdCare Health Systems, Inc. and Huntington National Bank in the original amount of $100,000 dated November 14, 2008
|
Incorporated by reference to Exhibit 10.30 of the Registrant’s annual report on form 10-K filed March 31, 2009
|
|
10.11
|
|
Regulatory Agreement and Mortgage Note between Hearth & Care of Greenfield and Red Mortgage Capital, Inc, in the original amount of $2,524,800 dated July 29, 2008
|
Incorporated by reference to Exhibit 10.31 of the Registrant’s annual report on form 10-K filed March 31, 2009
|
|
10.12
|
|
Promissory Note between AdCare Health Systems and the AdCare Deferred Compensation plan for a $150,000 line of credit dated January 2008
|
Incorporated by reference to Exhibit 10.32 of the Registrant’s annual report on form 10-K filed March 31, 2009
|
|
10.13
|
|
Loan Agreement and Secured Promissory Note between Coosa Nursing ADK, LLC, and Metro City Bank in the original amount of $7,500,000 dated September 30, 2010
|
Incorporated by reference to Exhibits 10.1 and 10.2 of the Registrant’s Form 8-K filed October 6, 2010
|
|
10.14
|
|
Mt. Kenn Property Holdings, LLC Deed to Secure Debt, Assignment of Rents and Security Agreement dated April 29, 2011
|
Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed May 5, 2011
|
|
10.15
|
|
CP Property Holdings, LLC Business Loan Agreement dated May 25, 2011
|
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 6, 2011
|
|
10.16
|
|
CP Property Holdings, LLC Loan Agreement dated May 27, 2011
|
Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed June 6, 2011
|
|
10.17
|
|
Form of Promissory Note, issued by Mount Trace Nursing ADK, LLC
|
Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 16, 2011
|
|
10.18
|
|
Amendment, dated June 22, 2011, between Hearth & Home of Ohio, Inc. and Christopher F. Brogdon
|
Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed June 22, 2011
|
|
10.19
|
|
Guaranty, dated May 26, 2011, made by Christopher F. Brogdon
|
Incorporated by reference to Exhibit 10.34 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011
|
|
10.20
|
|
Guaranty, dated May 26, 2011, made by Connie B. Brogdon
|
Incorporated by reference to Exhibit 10.35 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011
|
|
10.21
|
|
Operations Transfer Agreement, dated May 1, 2011, between Five Star Quality Care-GA, LLC and Erin Nursing, LLC
|
Incorporated by reference to Exhibit 10.36 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011
|
|
10.22
|
|
Operations Transfer Agreement, dated May 1, 2011, between Five Star Quality Care-GA, LLC and Mt. Kenn Nursing, LLC
|
Incorporated by reference to Exhibit 10.37 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011
|
|
10.23
|
|
Operations Transfer Agreement, dated May 1, 2011, between Five Star Quality Care-GA, LLC and Mt. Kenn Nursing, LLC
|
Incorporated by reference to Exhibit 10.38 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011
|
|
10.24
|
|
Commercial Guaranty, dated May 25, 2011,made by Christopher F. Brogdon
|
Incorporated by reference to Exhibit 10.39 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011
|
|
10.25
|
|
Commercial Guaranty, dated May 25, 2011, made by Connie B. Brogdon
|
Incorporated by reference to Exhibit 10.40 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011
|
|
10.26
|
|
Joinder Agreement, Third Amendment and Supplement to Credit Agreement, dated June 2, 2011, among Gemino Healthcare Finance, LLC and the subsidiaries of the Company named therein
|
Incorporated by reference to Exhibit 10.41 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011
|
|
10.27
|
|
Loan Agreement, dated July 27, 2011, between Erin Property Holdings, LLC and Bank of Atlanta, with respect to the SBA Loan #47671350-10
|
Incorporated by reference to Exhibit 10.42 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011
|
|
10.28
|
|
Term Note, dated July 27, 2011, made by Erin Property Holdings, LLC in favor of Bank of America, with respect to the USDA Loan
|
Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011
|
|
10.29
|
|
Note, dated July 27, 2011, made by Erin Property Holdings, LLC, in favor of Bank of America, with respect to the SBA Loan
|
Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2011
|
|
10.30
|
|
Term Loan Agreement, dated July 27, 2011, among Erin Property Holdings, LLC, Erin Nursing, LLC, AdCare Health Systems, Inc. and Bank of Atlanta, with respect to the USDA Loan
|
Incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2011
|
|
10.31
|
|
Loan Agreement, dated July 27, 2011, between Erin Property Holdings, LLC and Bank of Atlanta, with respect to the SBA Loan
|
Incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2011
|
|
10.32
|
|
Deed to Secure Debt and Security Agreement, dated July 27, 2011, between Erin Property Holdings, LLC and Bank of Atlanta, with respect to the USDA Loan
|
Incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2011
|
|
10.33
|
|
Deed to Secure Debt and Security Agreement, dated July 27, 2011, between Erin Property Holdings, LLC and Bank of Atlanta, with respect to the SBA Loan
|
Incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2011
|
|
10.34
|
|
Deed to Secure Debt and Security Agreement, dated July 27, 2011, between Erin Property Holdings, LLC and Bank of Atlanta, with respect to the SBA Loan
|
Incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2011
|
|
10.35
|
|
Assignment of Leases and Rents, dated July 27, 2011, between Erin Property Holdings, LLC and Bank of Atlanta, with respect to the USDA Loan
|
Incorporated by reference to Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2011
|
|
10.36
|
|
Assignment of Leases and Rents, dated July 27, 2011, between Erin Property Holdings, LLC and Bank of Atlanta, with respect to the SBA Loan
|
Incorporated by reference to Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2011
|
|
10.37
|
|
Indemnity Agreement, Regarding Hazardous Materials, dated July 27, 2011, between Erin Property Holdings, LLC and Bank of Atlanta, with respect to the USDA Loan
|
Incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2011
|
|
10.38
|
|
Indemnity Agreement, Regarding Hazardous Materials, dated July 27, 2011, between Erin Property Holdings, LLC and Bank of Atlanta, with respect to the USDA Loan
|
Incorporated by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2011
|
|
10.39
|
|
Security Agreement, dated July 27, 2011, between Erin Property Holdings, LLC, Erin Nursing, LLC and Bank of Atlanta, with respect to the USDA Loan
|
Incorporated by reference to Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2011
|
|
10.40
|
|
Security Agreement, dated July 27, 2011, between Erin Property Holdings, LLC, Erin Nursing, LLC and Bank of Atlanta, with respect to the SBA Loan
|
Incorporated by reference to Exhibit 10.12 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2011
|
|
10.41
|
|
Guaranty, dated July 27, 2011, made by Erin Nursing, LLC, with respect to the USDA Loan
|
Incorporated by reference to Exhibit 10.13 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2011
|
|
10.42
|
|
Guaranty, dated July 27, 2011, made by AdCare Health Systems, Inc., with respect to the USDA Loan
|
Incorporated by reference to Exhibit 10.14 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2011
|
|
10.43
|
|
Unconditional Guarantee Business and Industry Guarantee Loan Program, dated July 27, 2011, made by Erin Nursing, LLC, with respect to the USDA Loan
|
Incorporated by reference to Exhibit 10.15 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2011
|
|
10.44
|
|
Unconditional Guarantee Business and Industry Guarantee Loan Program, dated July 27, 2011, made by AdCare Health Systems, Inc., with respect to the USDA Loan
|
Incorporated by reference to Exhibit 10.16 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2011
|
|
10.45
|
|
Unconditional Guarantee, dated July 27, 2011, made by Erin Nursing, LLC, with respect to the SBA Loan
|
Incorporated by reference to Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2011
|
|
10.46
|
|
Unconditional Guarantee, dated July 27, 2011, made by AdCare Health Systems, Inc., with respect to the SBA Loan
|
Incorporated by reference to Exhibit 10.18 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2011
|
|
10.47
|
|
Escrow Agreement, dated July 27, 2011, between Erin Property Holdings, LLC, Bank of Atlanta, and Bank of Atlanta as Escrow Agent, with respect to the USDA Loan and the SBA Loan
|
Incorporated by reference to Exhibit 10.19 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2011
|
|
10.48
|
|
Loan Agreement, dated July 27, 2011, between Erin Property Holdings, LLC and Bank of Atlanta, with respect to the SBA Loan #47671350-10
|
Incorporated by reference to Exhibit 10.20 to the Registrant’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2011
|
|
10.49
|
|
Securities Purchase Agreement dated April 29, 2011, by and among AdCare Health Systems, Inc. and the investors named therein
|
Incorporated by reference to Exhibit 10.2 of the Registrant’s Form S-3 (File No. 333-175541)
|
|
10.50
|
|
Loan Agreement, made and entered into September 1, 2011, by and between Homestead Property Holdings, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.51
|
|
Promissory Note, dated September 1, 2011, issued by Homestead Property Holdings, LLC, in favor of Metro City Bank, in the amount of $3,600,000
|
Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.52
|
|
Mortgage and Security Agreement, dated September 1, 2011, between Homestead Property Holdings, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.53
|
|
Security Agreement, dated September 1, 2011, between Homestead Property Holdings, LLC and Homestead Nursing, LLC, as the debtor, and Metro City Bank, as the secured party
|
Incorporated by reference to Exhibit 99.4 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.54
|
|
Guaranty, dated as of September 1, 2011, issued by Homestead Nursing, LLC in favor of Metro City Bank
|
Incorporated by reference to Exhibit 99.5 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.55
|
|
Guaranty, dated as of September 1, 2011, issued by AdCare Health Systems, Inc., in favor of Metro City Bank
|
Incorporated by reference to Exhibit 99.6 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.56
|
|
Guaranty, dated as of September 1, 2011, issued by AdCare Health Systems, Inc., in favor of Metro City Bank
|
Incorporated by reference to Exhibit 99.6 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.57
|
|
Guaranty, dated as of September 1, 2011, issued by Christopher F. Brogdon in favor of Metro City Bank
|
Incorporated by reference to Exhibit 99.7 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.58
|
|
Loan Agreement, dated as of September 1, 2011, by and among Benton Property Holdings, LLC; Park Heritage Property Holdings, LLC and Valley River Property Holdings, LLC, as borrowers, and The PrivateBank and Trust Company, as lender
|
Incorporated by reference to Exhibit 99.8 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.59
|
|
Promissory Note, dated September 1, 2011, issued by Benton Property Holdings, LLC; Park Heritage Property Holdings, LLC and Valley River Property Holdings, LLC, in favor of The PrivateBank and Trust Company, in the amount of $11,800,000
|
Incorporated by reference to Exhibit 99.9 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.60
|
|
Term Loan Agreement, dated July 27, 2011, among Erin Property Holdings, LLC, Erin Nursing, LLC, AdCare Health Systems, Inc. and Bank of Atlanta, with respect to the USDA Loan
|
Incorporated by reference to Exhibit 99.10 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.61
|
|
Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing, dated as of September 1, 2011, executed by Benton Property Holdings, LLC, to and for the benefit of The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 99.11 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.62
|
|
Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing, dated as of September 1, 2011, executed by Valley River Property Holdings, LLC, to and for the benefit of The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 99.12 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.63
|
|
Guaranty of Payment and Performance, dated as of September 1, 2011, issued by AdCare Health Systems, Inc.; Benton Nursing, LLC; Park Heritage Nursing, LLC; and Valley River Nursing, LLC in favor of The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 99.13 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.64
|
|
Guaranty of Payment and Performance, dated as of September 1, 2011, issued by AdCare Health Systems, Inc.; Benton Nursing, LLC; Park Heritage Nursing, LLC; and Valley River Nursing, LLC in favor of The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 99.13 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.65
|
|
Secured Promissory Note, dated August 31, 2011, issued by Benton Property Holdings, LLC; Valley River Property Holdings, LLC; Homestead Property Holdings, LLC; Park Heritage Property Holdings, LLC and Home Office Property Holdings, LLC, in favor of KMJ Management, LLC (d/b/a Pinnacle Healthcare, LLC), in the amount of $2,400,000
|
Incorporated by reference to Exhibit 99.14 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.66
|
|
Mortgage, made and entered into as of August 31, 2011, by and between Benton Property Holdings, LLC and KMJ Management, LLC
|
Incorporated by reference to Exhibit 99.15 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.67
|
|
Mortgage, made and entered into as of August 31, 2011, by and between Park Heritage Property Holdings, LLC and KMJ Management, LLC
|
Incorporated by reference to Exhibit 99.16 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.68
|
|
Mortgage, made and entered into as of August 31, 2011, by and between Valley River Property Holdings, LLC and KMJ Management, LLC
|
Incorporated by reference to Exhibit 99.17 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.69
|
|
Pledge and Security Agreement with Power of Sale, entered into and executed as of August 31, 2011, by and between AdCare Property Holdings, LLC and KMJ Management, LLC, with respect to one hundred percent (100%) of the ownership interest in Benton Property Holdings, LLC
|
Incorporated by reference to Exhibit 99.18 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.70
|
|
Pledge and Security Agreement with Power of Sale, entered into and executed as of August 31, 2011, by and between AdCare Property Holdings, LLC and KMJ Management, LLC, with respect to one hundred percent (100%) of the ownership interest in Valley River Property Holdings, LLC
|
Incorporated by reference to Exhibit 99.19 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.71
|
|
Pledge and Security Agreement with Power of Sale, entered into and executed as of August 31, 2011, by and between AdCare Property Holdings, LLC and KMJ Management, LLC, with respect to one hundred percent (100%) of the ownership interest in Homestead Property Holdings, LLC
|
Incorporated by reference to Exhibit 99.20 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.72
|
|
Pledge and Security Agreement with Power of Sale, entered into and executed as of August 31, 2011, by and between AdCare Property Holdings, LLC and KMJ Management, LLC, with respect to one hundred percent (100%) of the ownership interest in Park Heritage Property Holdings, LLC
|
Incorporated by reference to Exhibit 99.21 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.73
|
|
Pledge and Security Agreement with Power of Sale, entered into and executed as of August 31, 2011, by and between AdCare Property Holdings, LLC and KMJ Management, LLC, with respect to one hundred percent (100%) of the ownership interest in Home Office Property Holdings, LLC
|
Incorporated by reference to Exhibit 99.22 to the Registrant’s Current Report on Form 8-K filed September 7, 2011
|
|
10.74
|
|
Loan Agreement, dated September 6, 2011, by and between CP Property Holdings, LLC; CP Nursing, LLC; and Economic Development Corporation of Fulton County
|
Incorporated by reference to Exhibit 10.43 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011
|
|
10.75
|
|
Promissory Note, dated September 6, 2011, issued by CP Property Holdings, LLC, in favor of Economic Development Corporation of Fulton County, in the amount of $2,034,000
|
Incorporated by reference to Exhibit 10.44 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011
|
|
10.76
|
|
Deed to Secure Debt and Security Agreement, made an entered into September 6, 2011, by and between CP Property Holdings, LLC and Economic Development Corporation of Fulton County
|
Incorporated by reference to Exhibit 10.45 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011
|
|
10.77
|
|
Security Agreement, made and entered into as of September 6, 2011, between CP Property Holdings, LLC and CP Nursing, LLC, as grantors, and Economic Development Corporation of Fulton County, as the secured party
|
Incorporated by reference to Exhibit 10.46 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011
|
|
10.78
|
|
Unconditional Guarantee, dated September 6, 2011, issued by AdCare Health Systems, Inc. in favor of Economic Development Corporation of Fulton County
|
Incorporated by reference to Exhibit 10.47 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011
|
|
10.79
|
|
Unconditional Guarantee, dated September 6, 2011, issued by CP Nursing, LLC in favor of Economic Development Corporation of Fulton County
|
Incorporated by reference to Exhibit 10.48 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011
|
|
10.80
|
|
Unconditional Guarantee, dated September 6, 2011, issued by Hearth and Home of Ohio, Inc. in favor of Economic Development Corporation of Fulton County
|
Incorporated by reference to Exhibit 10.49 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011
|
|
10.81
|
|
Loan Agreement, dated as of September 30, 2011, by and among Benton Nursing, LLC, Park Heritage Nursing, LLC and Valley River Nursing, LLC, as borrowers, and The PrivateBank and Trust Company, as lender
|
Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed October 6, 2011
|
|
10.82
|
|
Promissory Note, dated September 30, 2011, issued by Benton Nursing, LLC, Park Heritage Nursing, LLC and Valley River Nursing, LLC, in favor of The PrivateBank and Trust Company, in the amount of $2,000,000
|
Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed October 6, 2011
|
|
10.83
|
|
Guaranty of Payment and Performance, dated September 30, 2011, executed by AdCare Health Systems, Inc., Benton Property Holdings, LLC, Park Heritage Property Holdings, LLC and Valley River Property Holdings, LLC, in favor of The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed October 6, 2011
|
|
10.84
|
|
Term Loan Agreement, dated as of October 14, 2011, by and among Homestead Property Holdings, LLC and Homestead Nursing, LLC, as borrowers; AdCare Health Systems, Inc., as guarantor; and Square 1 Bank, as lender
|
Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed October 20, 2011
|
|
10.85
|
|
Term Note, dated October 14, 2011, issued by Homestead Property Holdings, LLC and Homestead Nursing, LLC, in favor of Square 1 Bank, in the amount of $3,600,000
|
Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed October 20, 2011
|
|
10.86
|
|
Mortgage and Security Agreement, dated October 14, 2011, by and between Homestead Property Holdings, LLC and Square 1 Bank
|
Incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed October 20, 2011
|
|
10.87
|
|
Security Agreement, dated October 14, 2011, by and between Homestead Property Holdings, LLC and Homestead Nursing, LLC, as debtors, and Square 1 Bank, as the secured party
|
Incorporated by reference to Exhibit 99.4 to the Registrant’s Current Report on Form 8-K filed October 20, 2011
|
|
10.88
|
|
Guaranty, dated October 14, 2011, issued by AdCare Health Systems, Inc. in favor of Square 1 Bank
|
Incorporated by reference to Exhibit 99.5 to the Registrant’s Current Report on Form 8-K filed October 20, 2011
|
|
10.89
|
|
United States Department of Agriculture Rural Development, Unconditional Guarantee, Business and Industry Guaranteed Loan Program, on Form RD 4279-14, dated October 13, 2011, issued by AdCare Health Systems, Inc. in favor of Square 1 Bank
|
Incorporated by reference to Exhibit 99.6 to the Registrant’s Current Report on Form 8-K filed October 20, 2011
|
|
10.90
|
|
Escrow Agreement, dated October 14, 2011, by and among Homestead Property Holdings, LLC and Homestead Nursing, LLC, as borrowers, and Square 1 Bank, as both lender and escrow agent
|
Incorporated by reference to Exhibit 99.7 to the Registrant’s Current Report on Form 8-K filed October 20, 2011
|
|
10.91
|
|
Purchase and Sale Agreement, made and entered into as of May 5, 2011, by and between First Commercial Bank and Brogdon Family, LLC
|
Incorporated by reference to Exhibit 99.8 to the Registrant’s Current Report on Form 8-K filed October 20, 2011
|
|
10.92
|
|
First Amendment to Purchase and Sale Agreement, made and entered into as of June 13, 2011, by and between First Commercial Bank and Brogdon Family, LLC
|
Incorporated by reference to Exhibit 99.9 to the Registrant’s Current Report on Form 8-K filed October 20, 2011
|
|
10.93
|
|
Amendment and Assignment of Purchase and Sale Agreement, made and entered into as of September 30, 2011, by and among First Commercial Bank, Brogdon Family, LLC and AdCare Property Holdings, LLC
|
Incorporated by reference to Exhibit 99.10 to the Registrant’s Current Report on Form 8-K filed October 20, 2011
|
|
10.94
|
|
Guaranty of AdCare Health Systems, Inc., dated August 31, 2011, issued in favor of KMJ Management, LLC
|
Incorporated by reference to Exhibit 10.63 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011
|
|
10.95
|
|
Assignment of Lease and Landlord’s Consent, made and entered into as of October 31, 2011, by and among Cassville Real Estate, Inc. (f/k/a Cassville Manor, Inc.), KMJ Enterprises Cassville, LLC and Rose Missouri Nursing, LLC
|
Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed November 4, 2011
|
|
10.96
|
|
Operations Transfer Agreement, dated as of November 1, 2011, by and between KMJ Management, LLC (d/b/a Pinnacle Healthcare, LLC) and Rose Missouri Nursing, LLC
|
Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed November 4, 2011
|
|
10.97
|
|
Guaranty of Lease, made as of November 1, 2011, issued by each of AdCare Health Systems, Inc., Christopher F. Brogdon and Connie B. Brogdon in favor of Cassville Real Estate, Inc
|
Incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed November 4, 2011
|
|
10.98
|
|
Loan Agreement, made and entered into November 30, 2011, issued by Mt. V Property Holdings, LLC, Mountain View Nursing, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed December 6, 2011
|
|
10.99
|
|
Promissory Note, dated November 30, 2011, issued by Mt. V Property Holdings, LLC and Mountain View Nursing, LLC in favor of Metro City Bank in the amount of $3,114,000
|
Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed December 6, 2011
|
|
10.100
|
|
Mortgage and Security Agreement, dated as of November 30, 2011, between Mt. V Property Holdings, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed December 6, 2011
|
|
10.101
|
|
Security Agreement, dated November 30, 2011, between Mt. V Property Holdings, LLC, Mountain View Nursing, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 99.4 to the Registrant’s Current Report on Form 8-K filed December 6, 2011
|
|
10.102
|
|
Guaranty, dated as of November 30, 2011, issued by Mt. V Property Holdings, LLC and Mountain View Nursing, LLC in favor of Metro City Bank
|
Incorporated by reference to Exhibit 99.5 to the Registrant’s Current Report on Form 8-K filed December 6, 2011
|
|
10.103
|
|
Term Note, dated as of November 29, 2011, issued by Mountain Top AFL, LLC and Mountain Top Property Holdings, LLC, in favor of White River Health System, Inc., in the amount of $750,000
|
Incorporated by reference to Exhibit 99.6 to the Registrant’s Current Report on Form 8-K filed December 6, 2011
|
|
10.104
|
|
Mortgage (with Security Agreement and Absolute Assignment of Rents and Leases) and Fixture Filing, dated as of November 30, 2011, executed by Mountain Top Property Holdings, LLC in favor of White River Health System, Inc.
|
Incorporated by reference to Exhibit 99.7 to the Registrant’s Current Report on Form 8-K filed December 6, 2011
|
|
10.105*
|
|
Employment Agreement, dated December 1, 2011, between AdCare Health Systems, Inc. and David Rubenstein
|
Incorporated by reference to Exhibit 10.118 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.106*
|
|
Employment Agreement, dated December 16, 2011, between AdCare Health Systems, Inc. and David Rubenstein
|
Incorporated by reference to Exhibit 10.119 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.107
|
|
Promissory Note, dated November 4, 2011, issued by Mt. Kenn Property Holdings, LLC in favor of The Bank of Las Vegas, in the amount of $3,175,200
|
Incorporated by reference to Exhibit 10.120 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.108
|
|
Loan Agreement, dated November 4, 2011, by and between Mt. Kenn Property Holdings, LLC and The Bank of Las Vegas
|
Incorporated by reference to Exhibit 10.121 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.109
|
|
Guaranty, dated November 4, 2011, issued by Mt. Kenn Nursing, LLC in favor of The Bank of Las Vegas
|
Incorporated by reference to Exhibit 10.122 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.110
|
|
Guaranty, dated November 4, 2011, issued by Hearth & Home of Ohio, Inc. in favor of The Bank of Las Vegas
|
Incorporated by reference to Exhibit 10.123 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.111
|
|
Guaranty, dated November 4, 2011, issued by AdCare Health Systems, Inc. in favor of The Bank of Las Vegas
|
Incorporated by reference to Exhibit 10.124 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.112
|
|
Promissory Note, dated November 4, 2011, issued by Mt. Kenn Property Holdings, LLC in favor of Apax Capital, LLC, in the amount of $2,222,640
|
Incorporated by reference to Exhibit 10.125 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.113
|
|
Loan Agreement, dated November 4, 2011, by and between Mt. Kenn Property Holdings, LLC and Apax Capital, LLC
|
Incorporated by reference to Exhibit 10.126 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.114
|
|
Guaranty, dated November 4, 2011, issued by Mt. Kenn Nursing, LLC in favor of Apax Capital, LLC
|
Incorporated by reference to Exhibit 10.127 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.115
|
|
Guaranty, dated November 4, 2011, issued by Hearth & Home of Ohio, Inc. in favor of Apax Capital, LLC
|
Incorporated by reference to Exhibit 10.128 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.116
|
|
Guaranty, dated November 4, 2011, issued by AdCare Health Systems, Inc. in favor of Apax Capital, LLC
|
Incorporated by reference to Exhibit 10.129 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.117
|
|
Promissory Note, dated November 4, 2011, issued by Mt. Kenn Property Holdings, LLC in favor of Economic Development Corporation of Fulton County, in the amount of $2,274,000
|
Incorporated by reference to Exhibit 10.130 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.118
|
|
Loan Agreement, dated November 4, 2011, by and between Mt. Kenn Property Holdings, LLC and Economic Development Corporation of Fulton County
|
Incorporated by reference to Exhibit 10.131 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.119
|
|
Unconditional Guarantee, dated November 4, 2011, issued by Mt. Kenn Nursing, LLC in favor of Economic Development Corporation of Fulton County
|
Incorporated by reference to Exhibit 10.132 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.120
|
|
Unconditional Guarantee, dated November 4, 2011, issued by Hearth & Home of Ohio, Inc. in favor of Economic Development Corporation of Fulton County
|
Incorporated by reference to Exhibit 10.133 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.121
|
|
Unconditional Guarantee, dated November 4, 2011, issued by AdCare Health Systems, Inc. in favor of Economic Development Corporation of Fulton County
|
Incorporated by reference to Exhibit 10.134 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.122
|
|
Joinder Agreement, Fifth Amendment and Supplement to Credit Agreement, dated November 29, 2011, by and among Gemino Healthcare Finance, LLC and the subsidiaries of the Company named therein
|
Incorporated by reference to Exhibit 10.135 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.123
|
|
Third Amended and Restated Revolving Note, dated November 29, 2011, dated November 29, 2011, by and among Gemino Healthcare Finance, LLC and the subsidiaries of the Company named therein
|
Incorporated by reference to Exhibit 10.136 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.124
|
|
Guaranty, dated as of November 29, 2011, issued by AdCare Operations, LLC in favor of Gemino Healthcare Finance, LLC
|
Incorporated by reference to Exhibit 10.137 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.125
|
|
Loan Agreement, dated as of December 30, 2011, by and between Woodland Manor Property Holdings, LLC and The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.138 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.126
|
|
Promissory Note, dated as of December 30, 2011, issued by Woodland Manor Property Holdings, LLC in favor of The PrivateBank and Trust Company in the amount of $4,800,000
|
Incorporated by reference to Exhibit 10.139 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.127
|
|
Guaranty of Payment and Performance, dated as of December 30, 2011, executed by Woodland Manor Property Holdings, LLC and Adcare Health Systems, Inc. in favor of The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.140 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.128
|
|
Cognovit Promissory Note, dated as of January 1, 2012, issued by Eaglewood Property Holdings, LLC and Eaglewood Village, LLC in favor of Eaglewood Villa, Ltd. in the amount of $500,000
|
Incorporated by reference to Exhibit 10.141 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.129
|
|
Cognovit Promissory Note, dated as of January 1, 2012, issued by Eaglewood Property Holdings, LLC and Eaglewood Village, LLC in favor of Eaglewood Villa, Ltd. in the amount of $4,500,000
|
Incorporated by reference to Exhibit 10.142 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.130
|
|
Guaranty Agreement, dated as of December 30, 2011, executed by AdCare Health Systems, Inc. and AdCare Property Holdings, LLC in favor of Eaglewood Villa, Ltd
|
Incorporated by reference to Exhibit 10.143 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.131
|
|
Third Amended And Restated Multiple Facilities Lease, dated October 29, 2010, between Georgia Lessor - Bonterra/Parkview, Inc. and ADK Bonterra/Parkview, LLC
|
Incorporated by reference to Exhibit 10.144 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.132
|
|
Guaranty, dated October 29, 2010, executed by AdCare Health Systems, Inc. in favor of Georgia Lessor - Bonterra/Parkview, Inc.
|
Incorporated by reference to Exhibit 10.145 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.133
|
|
Guaranty, dated October 29, 2010, executed by Hearth & Home of Ohio, Inc. in favor of Georgia Lessor - Bonterra/Parkview, Inc.
|
Incorporated by reference to Exhibit 10.146 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.134
|
|
Security Agreement, dated October 29, 2010, by and between AdCare Health Systems, Inc. and Georgia Lessor - Bonterra/Parkview, Inc.
|
Incorporated by reference to Exhibit 10.147 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.135
|
|
Security Agreement, dated October 29, 2010, by and between ADK Bonterra/Parkview, LLC and Georgia Lessor - Bonterra/Parkview, Inc.
|
Incorporated by reference to Exhibit 10.148 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.136
|
|
Security Agreement, dated October 29, 2010, by and between Hearth & Home of Ohio, Inc. and Georgia Lessor - Bonterra/Parkview, Inc.
|
Incorporated by reference to Exhibit 10.149 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.137
|
|
Pledge Agreement, dated October 29, 2010, between Hearth & Home of Ohio, Inc. and Georgia Lessor - Bonterra/Parkview, Inc.
|
Incorporated by reference to Exhibit 10.150 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.138
|
|
Subordination Agreement, dated October 29, 2010, between AdCare Health Systems, Inc., ADK Bonterra/Parkview, LLC and Georgia Lessor - Bonterra/Parkview, Inc.
|
Incorporated by reference to Exhibit 10.151 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.139
|
|
Letter of Credit Agreement, dated October 29, 2010, by and between ADK Bonterra/Parkview, LLC and Georgia Lessor - Bonterra/Parkview, Inc.
|
Incorporated by reference to Exhibit 10.152 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.140
|
|
Subordination, Non-Disturbance and Attornment Agreement, dated October 29, 2010, by and among Omega Healthcare Investors, Inc., ADK Bonterra/Parkview, LLC and Georgia Lessor - Bonterra/Parkview, Inc.
|
Incorporated by reference to Exhibit 10.153 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.141
|
|
Assignment and Assumption of Second Amended and Restated Multiple Facilities Lease And Consent of Lessor, dated October 29, 2010, by and among Georgia Lessor - Bonterra/Parkview, Inc., Triad Health Management of Georgia II, LLC, AdCare Health Systems, Inc., Hearth & Home of Ohio, Inc., ADK Bonterra/Parkview, LLC and the other entities signatory thereto
|
Incorporated by reference to Exhibit 10.154 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.142
|
|
Lease Agreement, dated August 1, 2010, between William M. Foster and ADK Georgia, LLC
|
Incorporated by reference to Exhibit 10.155 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.143
|
|
First Amendment to Lease, dated August 31, 2010, between William M. Foster and ADK Georgia, LLC
|
Incorporated by reference to Exhibit 10.156 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.144
|
|
Guaranty Agreement, dated as of June 1, 2010, entered into by AdCare Health Systems, Inc. to and for the benefit of Bank of Oklahoma, N.A.
|
Incorporated by reference to Exhibit 10.159 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.145
|
|
First Amendment to Purchase Agreement, dated as of October 31, 2011, by and between JRT Group Properties, LLC and AdCare Hembree Road Property, LLC
|
Incorporated by reference to Exhibit 10.161 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011
|
|
10.146
|
|
Mortgage Note, dated January 1, 2012, entered into by Hearth & Home of Vandalia, Inc. in favor of Red Mortgage Capital, LLC
|
Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
10.147
|
|
Security Agreement, dated January 1, 2012, by and between Hearth and Home of Vandalia, Inc. and Red Mortgage Capital, LLC
|
Incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
10.148
|
|
Lessee Security Agreement, dated January 1, 2012, by and among AdCare Health Systems, Inc., Hearth & Home of Vandalia, Inc. and Red Mortgage Capital, LLC
|
Incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
10.149
|
|
Mortgage Deed, recorded January 31, 2012, executed by Hearth and Home of Vandalia, Inc. in favor of Red Mortgage Capital, LLC
|
Incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
10.150
|
|
Modification Agreement, dated as of March 9, 2012, by and among Benton Nursing, LLC, Park Heritage Nursing, LLC, Valley River Nursing, LLC, Homestead Nursing, LLC, Woodland Manor Nursing, LLC, Mountain View Nursing, LLC, AdCare Health Systems, Inc. and the PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed March 15, 2012
|
|
10.151
|
|
Loan Agreement, dated as of March 30, 2012, by and among Little Rock HC&R Property Holdings, LLC, Northridge HC&R Property Holdings, LLC, Woodland Hills HC Property Holdings, LLC and The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.6 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
10.152
|
|
Promissory Note, dated as of March 30, 2012, issued by Little Rock HC&R Property Holdings, LLC, Northridge HC&R Property Holdings, LLC and Woodland Hills HC Property Holdings, LLC in favor of The PrivateBank and Trust Company in the amount of $21,800,000
|
Incorporated by reference to Exhibit 10.7 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
10.153
|
|
Note Purchase Agreement, dated March 29, 2012, by and between AdCare Health Systems, Inc. and Cantone Asset Management LLC
|
Incorporated by reference to Exhibit 10.10 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
10.154
|
|
Promissory Note, dated March 30, 2012, issued by AdCare Health Systems, Inc. in favor of Cantone Asset Management LLC, in the amount of $3,500,000
|
Incorporated by reference to Exhibit 10.9 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
10.155
|
|
Guaranty of Payment and Performance, dated as of March 30, 2012, made by AdCare Health Systems, Inc., Little Rock HC&R Property Holdings, LLC, Northridge HC&R Property Holdings, LLC and Woodland Hills HC Property Holdings, LLC, to and for the benefit of The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.11 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
10.156
|
|
Promissory Note, dated April 1, 2012, issued by AdCare Health Systems, Inc. in favor of Strome Alpha Offshore Ltd., in the amount of $5,000,000
|
Incorporated by reference to Exhibit 10.8 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
10.157
|
|
Mortgage, Security Agreement, Assignment of Rents and Leases & Fixture Filing, dated as of April 1, 2012, executed by Little Rock HC&R Property Holdings, LLC to and for the benefit of The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.12 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
10.158
|
|
Mortgage, Security Agreement, Assignment of Rents and Leases & Fixture Filing, dated as of April 1, 2012, executed by Northridge HC&R Property Holdings, LLC to and for the benefit of The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.13 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
10.159
|
|
Mortgage, Security Agreement, Assignment of Rents and Leases & Fixture Filing, dated as of April 1, 2012, executed by Woodland Hills HC Property Holdings, LLC to and for the benefit of The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.14 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
10.160
|
|
Absolute Assignment of Rents and Leases, dated as of April 1, 2012, executed by Little Rock HC&R Property Holdings, LLC to and for the benefit of The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.15 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
10.161
|
|
Absolute Assignment of Rents and Leases, dated as of April 1, 2012, executed by Northridge HC&R Property Holdings, LLC to and for the benefit of The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.16 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
10.162
|
|
Absolute Assignment of Rents and Leases, dated as of April 1, 2012, executed by Woodland Hills HC Property Holdings, LLC to and for the benefit of The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.17 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
10.163
|
|
Loan Agreement, dated as of April 12, 2012, between the City of Springfield, Ohio and Eaglewood Property Holdings, LLC
|
Incorporated by reference to Exhibit 10.18 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
10.164
|
|
Guaranty Agreement, dated as of April 12, 2012, made and entered into by AdCare Health Systems, Inc., to and for the benefit of BOKF, NA dba Bank of Oklahoma
|
Incorporated by reference to Exhibit 10.19 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
10.165
|
|
Land Use Restriction Agreement, dated as of April 12, 2012, by and between BOKF, NA dba Bank of Oklahoma and Eaglewood Property Holdings, LLC
|
Incorporated by reference to Exhibit 10.20 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
10.166
|
|
Open-End Mortgage, Assignment of Leases and Security Agreement, dated April 12, 2012, from Eaglewood Property Holdings, LLC to BOKF, NA dba Bank of Oklahoma
|
Incorporated by reference to Exhibit 10.21 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
10.167
|
|
Assignment of Purchase and Sale Agreement, dated May 9, 2012, between AdCare Property Holdings, LLC and GL Nursing, LLC
|
Incorporated by reference to Exhibit 10.30 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012
|
|
10.168
|
|
Form of Securities Purchase Agreement, dated as of June 28, 2012, between AdCare Health Systems, Inc. and the Buyers signatory thereto
|
Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed July 5, 2012
|
|
10.169
|
|
Assignment and Assumption Agreement, dated as of July 1, 2012, by and between Westlake Nursing Home Limited Partnership and QC Property Holdings, LLC
|
Incorporated by reference to Exhibit 10.37 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.170
|
|
Loan Agreement, dated as of July 2, 2012, by and between Glenvue H&R Property Holdings, LLC and the PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.32 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.171
|
|
Promissory Note, dated July 2, 2012, issued by Glenvue H&R Property Holdings, LLC in favor of the PrivateBank and Trust Company in the amount of $6,600,000
|
Incorporated by reference to Exhibit 10.33 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.172
|
|
Deed to Secure Debt, Security Agreement and Assignment of Leases and Rents, dated as of July 2, 2012, from Glenvue H&R Property Holdings, LLC to the PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.34 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.173
|
|
Assignment of Leases and Rents, dated as of July 2, 2012, from Glenvue H&R Property Holdings, LLC to the PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.35 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.174
|
|
Assignment and Assumption Agreement, dated as of July 1, 2012, by and between Westlake Nursing Home Limited Partnership and QC Property Holdings, LLC
|
Incorporated by reference to Exhibit 10.37 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.175
|
|
Loan Agreement and Indenture of First Mortgage, dated as of September 1, 1986, by and among Oklahoma County Industrial Authority, Westlake Nursing Home Limited Partnership and The Liberty National Bank and Trust Company of Oklahoma City, as Trustee
|
Incorporated by reference to Exhibit 10.38 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.176
|
|
First Amendment to Loan Agreement and Indenture of First Mortgage, dated September 1, 2001, by and among Oklahoma County Industrial Authority, Westlake Nursing Home, L.P. and Bank One Trust Company, N.A., as Trustee
|
Incorporated by reference to Exhibit 10.39 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.177
|
|
Loan Agreement, made as of August 17, 2012, by and among CSCC Property Holdings, LLC, CSCC Nursing, LLC and Contemporary Healthcare Senior Lien Fund I, L.P.
|
Incorporated by reference to Exhibit 10.12 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
10.178
|
|
Loan Agreement, made as of August 17, 2012, by and among CSCC Property Holdings, LLC, CSCC Nursing, LLC and Contemporary Healthcare Fund I, L.P.
|
Incorporated by reference to Exhibit 10.13 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
10.179
|
|
Promissory Note, dated August 17, 2012, issued by CSCC Nursing, LLC and CSCC Property Holdings, LLC in favor of Contemporary Healthcare Senior Lien Fund I, L.P. in the amount of $5,000,000
|
Incorporated by reference to Exhibit 10.14 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
10.180
|
|
Revolving Loan Promissory Note, made as of August 17, 2012, by and among CSCC Nursing, LLC and CSCC Property Holdings, LLC in favor of Contemporary Healthcare Fund I, L.P. in the amount of $600,000
|
Incorporated by reference to Exhibit 10.15 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
10.181
|
|
Assignment of Leases and Rents, dated as of August 17, 2012, by and among CSCC Property Holdings, LLC, CSCC Nursing, LLC and Contemporary Healthcare Senior Lien Fund I, L.P.
|
Incorporated by reference to Exhibit 10.16 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
10.182
|
|
Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated August 17, 2012, made and entered into by CSCC Property Holdings, LLC in favor of Contemporary Healthcare Senior Lien Fund I, L.P.
|
Incorporated by reference to Exhibit 10.17 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
10.183
|
|
Guaranty of Payment and Performance, made as of August 17, 2012, by AdCare Health Systems, Inc. in favor of Contemporary Healthcare Fund I, L.P.
|
Incorporated by reference to Exhibit 10.18 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
10.184
|
|
Guaranty of Payment and Performance, made as of August 17, 2012, by AdCare Oklahoma Management, LLC in favor of Contemporary Healthcare Fund I, L.P.
|
Incorporated by reference to Exhibit 10.19 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
10.185
|
|
Guaranty of Payment and Performance, made as of August 17, 2012, by AdCare Health Systems, Inc. in favor of Contemporary Healthcare Senior Lien Fund I, L.P.
|
Incorporated by reference to Exhibit 10.20 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
10.186
|
|
Guaranty of Payment and Performance, made as of August 17, 2012, by AdCare Oklahoma Management, LLC in favor of Contemporary Healthcare Senior Lien Fund I, L.P.
|
Incorporated by reference to Exhibit 10.21 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
10.187
|
|
Security Agreement, made as of August 17, 2012, by and among CSCC Property Holdings, LLC, CSCC Nursing, LLC and Contemporary Healthcare Fund I, L.P.
|
Incorporated by reference to Exhibit 10.22 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
10.188
|
|
Security Agreement, made as of August 17, 2012, by and among CSCC Property Holdings, LLC, CSCC Nursing, LLC and Contemporary Healthcare Senior Lien Fund I, L.P.
|
Incorporated by reference to Exhibit 10.23 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
10.189
|
|
Loan and Security Agreement, dated as of September 20, 2012, by and among The PrivateBank and Trust Company and the Borrowers named therein
|
Incorporated by reference to Exhibit 10.24 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
10.190
|
|
Modification Agreement, dated as of October 26, 2012, by and among The PrivateBank and Trust Company and the Borrowers named therein
|
Incorporated by reference to Exhibit 10.25 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
10.191
|
|
Promissory Note, dated September 20, 2012, issued by the subsidiaries of AdCare Health Systems, Inc. named therein in favor of The PrivateBank and Trust Company in the amount of $10,600,000
|
Incorporated by reference to Exhibit 10.26 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
10.192
|
|
Guaranty of Payment and Performance, made as of September 20, 2012, by AdCare Health Systems, Inc. in favor of The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.27 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
10.193
|
|
Release of Guarantees, dated September 20, 2012, from Gemino Healthcare Finance, LLC to certain subsidiaries of AdCare Health Systems, Inc. named therein
|
Incorporated by reference to Exhibit 10.29 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
10.194
|
|
Second Amendment to Credit Agreement, dated September 20, 2012, by and between ADK Bonterra/Parkview, LLC and Gemino Healthcare Finance, LLC
|
Incorporated by reference to Exhibit 10.30 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
10.195
|
|
Temporary Extension Agreement, dated August 29, 2012, by and between APH & R Property Holdings, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 10.31 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012
|
|
10.196
|
|
Loan Agreement, dated April 30, 2012, by and between APH&R Property Holdings, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed May 3, 2012
|
|
10.197
|
|
Promissory Note, dated April 30, 2012, issued by APH&R Property Holdings, LLC in favor of Metro City Bank in the amount of $3,425,500
|
Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed May 3, 2012
|
|
10.198
|
|
Mortgage and Security Agreement, dated April 30, 2012, between APH&R Property Holdings, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed May 3, 2012
|
|
10.199
|
|
Security Agreement, dated April 30, 2012, between APH&R Property Holdings, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 99.4 to the Registrant’s Current Report on Form 8-K filed May 3, 2012
|
|
10.200
|
|
Guaranty, dated as of April 30, 2012, between APH&R Property Holdings, LLC in favor of Metro City Bank
|
Incorporated by reference to Exhibit 99.5 to the Registrant’s Current Report on Form 8-K filed May 3, 2012
|
|
10.201
|
|
Guaranty, dated as of April 30, 2012, between AdCare Health Systems, Inc. in favor of Metro City Bank
|
Incorporated by reference to Exhibit 99.6 to the Registrant’s Current Report on Form 8-K filed May 3, 2012
|
|
10.202
|
|
Collateral Assignment of Certificate of Deposit, dated April 30, 2012, by and between APH&R Property Holdings, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 99.7 to the Registrant’s Current Report on Form 8-K filed May 3, 2012
|
|
10.203
|
|
Promissory Note, dated April 27, 2012, issued by Cantone Asset Management LLC in favor of AdCare Health Systems, Inc. in the amount of $1,500,000
|
Incorporated by reference to Exhibit 99.8 to the Registrant’s Current Report on Form 8-K filed May 3, 2012
|
|
10.204
|
|
Promissory Note, dated June 8, 2012, issued by Mt. V Property Holdings, LLC in favor of Metro City Bank in the amount of $1,800,000
|
Incorporated by reference to Exhibit 10.13 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.205
|
|
Loan Agreement, dated June 8, 2012, by and between Mt. V Property Holdings, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 10.14 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.206
|
|
Mortgage and Security Agreement, dated June 8, 2012, by and between Mt. V Property Holdings, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 10.15 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.207
|
|
Assignment of Leases and Rents, dated June 8, 2012, by and between Mt. V Property Holdings, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 10.16 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.208
|
|
Security Agreement, dated June 8, 2012, by and between Mt. V Property Holdings, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 10.17 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.209
|
|
Guaranty, dated June 8, 2012, made by AdCare Health Systems, Inc. in favor of Metro City Bank
|
Incorporated by reference to Exhibit 10.18 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.210
|
|
Promissory Note, dated June 8, 2012, issued by Mt. V Property Holdings, LLC in favor of Metro City Bank in the amount of $1,267,000
|
Incorporated by reference to Exhibit 10.19 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.211
|
|
Loan Agreement, dated June 8, 2012, by and between Mt. V Property Holdings, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 10.20 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.212
|
|
Mortgage and Security Agreement, dated June 8, 2012, by and between Mt. V Property Holdings, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 10.21 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.213
|
|
Assignment of Leases and Rents, dated June 8, 2012, by and between Mt. V Property Holdings, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 10.22 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.214
|
|
Security Agreement, dated June 8, 2012, by and between Mt. V Property Holdings, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 10.23 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.215
|
|
Guaranty, dated June 8, 2012, made by AdCare Health Systems, Inc. in favor of Metro City Bank
|
Incorporated by reference to Exhibit 10.24 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.216
|
|
Promissory Note, dated June 8, 2012, issued by Mt. V Property Holdings, LLC in favor of Economic Development Corporation of Fulton County in the amount of $1,304,000
|
Incorporated by reference to Exhibit 10.25 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.217
|
|
Loan Agreement, dated June 8, 2012, by and between Mt. V Property Holdings, LLC, Mountain View Nursing, LLC and Economic Development Corporation of Fulton County
|
Incorporated by reference to Exhibit 10.26 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.218
|
|
Security Agreement, dated June 8, 2012, by and between Mt. V Property Holdings, LLC and Economic Development Corporation of Fulton County
|
Incorporated by reference to Exhibit 10.27 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.219
|
|
Mortgage and Security Agreement, dated June 8, 2012, by and between Mt. V Property Holdings, LLC and Economic Development Corporation of Fulton County
|
Incorporated by reference to Exhibit 10.28 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.220
|
|
Assignment of Leases and Rents, dated June 8, 2012, by and between Mt. V Property Holdings, LLC and Economic Development Corporation of Fulton County
|
Incorporated by reference to Exhibit 10.29 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.221
|
|
Unconditional Guarantee, dated June 8, 2012, issued by Mountain View Nursing, LLC in favor of Economic Development Corporation of Fulton County
|
Incorporated by reference to Exhibit 10.30 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.222
|
|
Unconditional Guarantee, dated June 8, 2012, issued by AdCare Health Systems, Inc. in favor of Economic Development Corporation of Fulton County
|
Incorporated by reference to Exhibit 10.31 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.223
|
|
Bond Purchase Agreement, dated April 10, 2012, among Lawson Financial Corporation, The City of Springfield, Ohio and Eaglewood Property Holdings, LLC
|
Incorporated by reference to Exhibit 10.40 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.224
|
|
Note Purchase Agreement, dated April 12, 2012, by and between Cantone Asset Management LLC and AdCare Health Systems, Inc.
|
Incorporated by reference to Exhibit 10.41 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.225
|
|
Employment Agreement, dated August 7, 2012, between AdCare Health Systems, Inc. and Martin D. Brew
|
Incorporated by reference to Exhibit 10.42 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.226
|
|
Modification Agreement, dated June 15, 2012, among Little Rock HC&R Property Holdings, LLC, Northridge HC&R Property Holdings, LLC, Woodland Hills HC Property Holdings, LLC and The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.43 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.227
|
|
Amendment, entered into as of July 26, 2012, by and between Christopher F. Brogdon and Hearth & Home of Ohio, Inc.
|
Incorporated by reference to Exhibit 10.47 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.228
|
|
Employment Agreement, dated August 6, 2012, between AdCare Health Systems, Inc. and Melissa L. Green
|
Incorporated by reference to Exhibit 10.48 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012
|
|
10.229
|
|
First Modification of Note and First Modification of Mortgage and Security Agreement, dated November 30, 2012, between Metro City Bank and APH&R Property Holdings, LLC
|
Incorporated by reference to Exhibit 10.244 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.230
|
|
Sublease Agreement, dated December 1, 2012, between ADK Georgia, LLC and Jeff Co. Nursing, LLC
|
Incorporated by reference to Exhibit 10.245 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.231
|
|
Sublease Termination Agreement, dated November 30, 2012, by and between ADK Georgia, LLC and ADK Jeffersonville Operator, LLC
|
Incorporated by reference to Exhibit 10.246of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.232
|
|
Management Fee Subordination Agreement, dated December 20, 2013, between AdCare Oklahoma Management, LLC, Gemino Healthcare Finance, LLC, Living Center, LLC, Kenmetal, LLC, Senior NH, LLC, Ban NH, LLC and Oak Lake, LLC
|
Incorporated by reference to Exhibit 10.247 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.233
|
|
Third Amendment to Credit Agreement, dated December 21, 2012, by and between ADK Bonterra/Parkview, LLC and Gemino Healthcare Finance, LLC
|
Incorporated by reference to Exhibit 10.248 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.234
|
|
Management Agreement, dated December 28, 2012, between New Lincoln Ltd. And Chancellor Senior Management, Ltd.
|
Incorporated by reference to Exhibit 10.249 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.235
|
|
Management Agreement, dated December 28, 2012, between Community’s Hearth at Vandalia and Chancellor Senior Management, Ltd.
|
Incorporated by reference to Exhibit 10.250 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.236
|
|
Mortgage of Real Estate, Security Agreement and Financing Statement, dated as of December 31, 2012, by Sumter Valley Property Holdings, LLC in favor of Metro City Bank
|
Incorporated by reference to Exhibit 10.251 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.237
|
|
Assignment of Leases and Rents, dated December 31, 2012, by and between Sumter Valley Property Holdings, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 10.252 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.238
|
|
Promissory Note, dated December 31, 2012, issued by Sumter Valley Property Holdings, LLC in favor of 1761 Pinewood Holdings, LLC in the amount of $250,000
|
Incorporated by reference to Exhibit 10.253 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.239
|
|
Guaranty Agreement, dated December 31, 2012 made by AdCare Health Systems, Inc. for the benefit of 1761 Pinewood Holdings, LLC
|
Incorporated by reference to Exhibit 10.254 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.240
|
|
Mortgage and Security Agreement, dated December 31, 2012, between Georgetown HC&R Property Holdings and Winyah Nursing Home, LLC
|
Incorporated by reference to Exhibit 10.255 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.241
|
|
Secured Subordinated Promissory Note, dated December 31, 2012, issued by Georgetown HC&R Property Holdings, LLC in favor of Winyah Nursing Home, LLC in the amount of $1,850,000
|
Incorporated by reference to Exhibit 10.256 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.242
|
|
Guaranty Agreement, dated December 31, 2012, by AdCare Health Systems, Inc. to and for the benefit of Winyah Nusing Home, LLC
|
Incorporated by reference to Exhibit 10.257 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.243
|
|
Guaranty, dated December 31, 2012, by Sumter N&R, LLC for the benefit of Metro City Bank
|
Incorporated by reference to Exhibit 10.258 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.244
|
|
Guaranty, dated December 31, 2012, by Georgetown HC&R Nursing, LLC for the benefit of Metro City Bank
|
Incorporated by reference to Exhibit 10.259 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.245
|
|
Guaranty, dated December 31, 2012, by AdCare Health Systems, Inc. to and for the benefit of Metro City Bank
|
Incorporated by reference to Exhibit 10.260 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.246
|
|
Security Agreement, dated December 31, 2012, by and between Sumter Valley Property Holdings, LLC, Georgetown HC&R Property Holdings, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 10.261 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.247
|
|
Loan Agreement, dated December 31, 2012, by and between Sumter Valley Property Holdings, LLC, Georgetown HC&R Property Holdings, LLC, Sumter N&R, LLC, Georgetown HC&R Nursing, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 10.262 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.248
|
|
Secured Loan Agreement, dated December 28, 2012, by and among Keybank National Association and the subsidiaries of AdCare Health Systems, Inc. named therein
|
Incorporated by reference to Exhibit 10.263 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.249
|
|
Promissory Note, dated December 28, 2012, issued by subsidiaries of AdCare Health Systems, Inc. in favor of Keybank National Association in the amount of $16,500,000
|
Incorporated by reference to Exhibit 10.264 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.250
|
|
Absolute Assignment of Leases and Rents, dated December 28, 2012, by Northridge HC&R Property Holdings, LLC to Keybank National Association
|
Incorporated by reference to Exhibit 10.265 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.251
|
|
Absolute Assignment of Leases and Rents, dated December 28, 2012, by Woodland Hills HC Property Holdings, LLC to Keybank National Association
|
Incorporated by reference to Exhibit 10.266 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.252
|
|
Absolute Assignment of Leases and Rents, dated December 28, 2012, by APH&R Property Holdings, LLC to Keybank National Association
|
Incorporated by reference to Exhibit 10.267 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.253
|
|
Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, dated December 28, 2012, made by APH&R Property Holdings, LLC to and for the benefit of Keybank National Association
|
Incorporated by reference to Exhibit 10.268 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.254
|
|
Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, dated December 28, 2012, made by Northridge HC&R Property Holdings, LLC to and for the benefit of Keybank National Association
|
Incorporated by reference to Exhibit 10.269 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.255
|
|
Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, dated December 28, 2012, made by Woodland Hills HC Property Holdings, LLC to and for the benefit of Keybank National Association
|
Incorporated by reference to Exhibit 10.270 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.256
|
|
Payment Guaranty, made as of December 28, 2012, by AdCare Operations, LLC to and for the benefit of Keybank National Association
|
Incorporated by reference to Exhibit 10.271 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.257
|
|
Payment Guaranty, made as of December 28, 2012, by AdCare Property Holdings, LLC to and for the benefit of Keybank National Association
|
Incorporated by reference to Exhibit 10.272 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.258
|
|
Payment Guaranty, made as of December 28, 2012, by AdCare Health Systems, Inc. to and for the benefit of Keybank National Association
|
Incorporated by reference to Exhibit 10.273 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.259
|
|
Pledge and Security Agreement, dated December 28, 2012, between AdCare Property Holdings, LLC and Keybank National Association
|
Incorporated by reference to Exhibit 10.274 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.260
|
|
Pledge and Security Agreement, dated December 28, 2012, between AdCare Operations, LLC and Keybank National Association
|
Incorporated by reference to Exhibit 10.275 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.261
|
|
Security Agreement, dated December 28, 2012, made by Woodland Hills HC Nursing, LLC, APH&R Nursing, LLC and Northridge HC&R Nursing, LLC in favor of Keybank National Association
|
Incorporated by reference to Exhibit 10.276 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.262
|
|
Security Agreement, dated December 28, 2012, by and among Woodland Hills HC Property Holdings, LLC, Northridge HC&R Property Holdings, LLC and APH&R Property Holdings, LLC in favor of Keybank National Association
|
Incorporated by reference to Exhibit 10.277 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.263
|
|
Second Modification Agreement, dated December 28, 2012, between The PrivateBank and Trust Company and the subsidiaries of AdCare Health Systems, Inc. named therein
|
Incorporated by reference to Exhibit 10.278 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.264
|
|
Consulting Agreement, dated December 31, 2012, between Christopher Brogdon and AdCare Health Systems, Inc.
|
Incorporated by reference to Exhibit 10.279 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.265
|
|
Guaranty Indemnification Agreement, dated December 31, 2012, between AdCare Health Systems, Inc. and Christopher Brogdon
|
Incorporated by reference to Exhibit 10.280 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.266
|
|
Guaranty Indemnification Agreement, dated December 31, 2012, between AdCare Health Systems, Inc. and Christopher Brogdon
|
Incorporated by reference to Exhibit 10.281 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.267
|
|
Assignment of Rents, dated December 31, 2012, made and executed between Northwest Property Holdings, LLC and First Commercial Bank
|
Incorporated by reference to Exhibit 10.282 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.268
|
|
Mortgage, dated December 31, 2012, made and executed between Northwest Property Holdings, LLC and First Commerical Bank
|
Incorporated by reference to Exhibit 10.283 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.269
|
|
Promissory Note, dated December 31, 2012, issued by Northwest Property Holdings, LLC in favor of First Commercial Bank in the amount of $1,501,500
|
Incorporated by reference to Exhibit 10.284 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.270
|
|
Commercial Security Agreement, dated December 31, 2012, made and executed between Northwest Property Holdings, LLC and First Commercial Bank
|
Incorporated by reference to Exhibit 10.285 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.271
|
|
Commercial Security Agreement, dated December 31, 2012, made and executed between NW 61st Nursing, LLC and First Commercial Bank
|
Incorporated by reference to Exhibit 10.286 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.272
|
|
Commercial Guaranty, dated December 31, 2012, between AdCare Health Systems, Inc. and First Commercial Bank
|
Incorporated by reference to Exhibit 10.287 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.273
|
|
Commercial Guaranty, dated December 31, 2012, between Northwest Property Holdings, LLC and First Commercial Bank
|
Incorporated by reference to Exhibit 10.288 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.274
|
|
Memorandum of Agreement, dated January 25, 2013, between The PrivateBank and Trust Company, AdCare Health Systems, Inc. and its subsidiaries named therein
|
Incorporated by reference to Exhibit 10.289 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.275
|
|
Secured Promissory Note, dated December 28, 2012, issued by CHP Acquisition Company, LLC, in favor of AdCare Health Systems, Inc., in the amount of $3,600,000
|
Incorporated by reference to Exhibit 10.290 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.276
|
|
Pledge and Security Agreement, dated December 28, 2012, by and between CHP Acquisition Company, LLC and AdCare Health Systems, Inc.
|
Incorporated by reference to Exhibit 10.291 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.277
|
|
Assignment of Leases and Rents, dated December 31, 2012, by and between Sumter Valley Property Holdings, LLC and Metro City Bank
|
Incorporated by reference to Exhibit 10.292 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.278
|
|
Promissory Note, dated December 31, 2012, issued by Sumter Valley Property Holdings, LLC and Georgetown HC&R Property Holdings, LLC in favor of Metro City Bank, in the amount of $6,950,000
|
Incorporated by reference to Exhibit 10.293 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.279
|
|
Management Agreement, dated June 22, 2010, by and between Riverchase Village ADK, LLC and AdCare Management Company, Inc.
|
Incorporated by reference to Exhibit 10.294 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.280
|
|
Management Agreement, dated September 19, 2011, by and among AdCare Oklahoma Management, LLC and the entities listed therein
|
Incorporated by reference to Exhibit 10.295 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.281
|
|
Employment Agreement, dated July 3, 2013, by and between AdCare Health Systems, Inc. and Ronald W. Fleming
|
Incorporated by reference to Exhibit 10.296 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.282
|
|
Confidential Separation Agreement and Release, dated July 1, 2011, by and between AdCare Health Systems, Inc. and Gary L. Wade
|
Incorporated by reference to Exhibit 10.297 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.283
|
|
Amendment to Secured Promissory Note, dated February 28, 2013, by and between CHP Acquisition Company, LLC and AdCare Health Systems, Inc.
|
Incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.284
|
|
Assignment and Assumption of Leases, Rents and Security Deposits, dated February 28, 2013, by and among AdCare Health Systems, Inc., New Lincoln Ltd. and Lincoln Lodge Retirement Residence LLC
|
Incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.285
|
|
Release and Assumption Agreement, dated May 6, 2013, by and among H & H of Vandalia LLC, Hearth & Home of Vandalia, Inc., Red Mortgage Capital, LLC and the Secretary of Housing and Urban Development
|
Incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.286
|
|
Assignment and Assumption Agreement, dated May 6, 2013, by and between Hearth & Home of Vandalia, Inc. and H & H of Vandalia LLC
|
Incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.287
|
|
Fourth Amendment to Credit Agreement, dated May 30, 2013, by and between ADK Bonterra/Parkview, LLC and Gemino Healthcare Finance, LLC
|
Incorporated by reference to Exhibit 10.6 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.288
|
|
Credit Agreement, dated May 30, 2012, by and among NW 61st Nursing, LLC and Gemino Healthcare Finance, LLC
|
Incorporated by reference to Exhibit 10.7 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.289
|
|
Revolving Note, dated May 30, 2013, issued by NW 61st Nursing, LLC in favor of Gemino Healthcare Finance, LLC in the amount of $1,000,000
|
Incorporated by reference to Exhibit 10.8 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.290
|
|
Subordination Agreement, dated May 30, 2013, by and between First Commercial Bank and Gemino Healthcare Finance, LLC
|
Incorporated by reference to Exhibit 10.9 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.291
|
|
Guaranty Agreement, dated May 30, 2013, made by NW 61st Nursing, LLC in favor of Gemino Healthcare Finance, LLC
|
Incorporated by reference to Exhibit 10.10 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.292
|
|
Guaranty Agreement, dated May 30, 2013, made by AdCare Health Systems, Inc. in favor of Gemino Healthcare Finance, LLC
|
Incorporated by reference to Exhibit 10.11 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.293
|
|
First Amendment to Secured Loan Agreement and Payment Guaranty, dated May 31, 2013, by and among AdCare Health Systems, Inc., its subsidiaries named therein, AdCare Property Holdings, LLC, AdCare Operations, LLC and KeyBank National Association
|
Incorporated by reference to Exhibit 10.12 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.294
|
|
Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, dated May 31, 2013, made by Mountain Top Property Holdings, LLC, to and for the benefit of KeyBank National Association
|
Incorporated by reference to Exhibit 10.13 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.295
|
|
Absolute Assignment of Leases and Rents, dated May 31, 2013, by Mountain Top Property Holdings, LLC in favor of KeyBank National Association
|
Incorporated by reference to Exhibit 10.14 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.296
|
|
Pledge and Security Agreement, dated May 31, 2013, between AdCare Health Systems, Inc. and KeyBank National Association
|
Incorporated by reference to Exhibit 10.15 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.297
|
|
Separation and Release Agreement, dated May 31, 2013, by and between AdCare Health Systems, Inc. and Martin D. Brew
|
Incorporated by reference to Exhibit 10.16 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.298
|
|
Second Amendment to Secured Loan Agreement and Payment Guaranty, dated June 27, 2013, by and among AdCare Health Systems, Inc., its subsidiaries named therein, AdCare Property Holdings, LLC, AdCare Operations, LLC and KeyBank National Association
|
Incorporated by reference to Exhibit 10.17 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.399
|
|
Third Modification Agreement, dated as of June 26, 2013, by and among Little Rock HC&R Property Holdings, LLC, AdCare Health Systems, Inc., Little Rock HC&R Nursing, LLC and The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.18 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.300
|
|
Joinder Agreement, Second Amendment and Supplement to Credit Agreement , dated June 28, 2013, by and among NW 61st Nursing, LLC, Georgetown HC&R Nursing, LLC, Sumter N&R, LLC and Gemino Healthcare Finance, LLC
|
Incorporated by reference to Exhibit 10.19 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.301
|
|
Amended and Restated Revolving Note, dated June 28, 2013, issued by certain subsidiaries of AdCare Health Systems, Inc. in favor of Gemino Healthcare Finance, LLC in the amount of $1,500,000
|
Incorporated by reference to Exhibit 10.20 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.302
|
|
Management Fee Subordination Agreement, dated June 28, 2013, by and among Gemino Healthcare Finance, LLC, Georgetown HC&R Nursing, LLC, Sumter N&R, LLC and AdCare Administrative Services, LLC
|
Incorporated by reference to Exhibit 10.21 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.303
|
|
Sublease Termination Agreement, effective June 30, 2013, by and between ADK Georgia, LLC and ADK Oceanside Operator, LLC
|
Incorporated by reference to Exhibit 10.22 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.304
|
|
Sublease Termination Agreement, effective June 30, 2013, by and between ADK Georgia, LLC and ADK Savannah Beach Operator, LLC
|
Incorporated by reference to Exhibit 10.23 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.305
|
|
Sublease Agreement, effective June 30, 2013, by and between ADK Georgia, LLC and Tybee NH, LLC
|
Incorporated by reference to Exhibit 10.24 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.306
|
|
Sublease Agreement, effective June 30, 2013, by and between ADK Georgia, LLC and Tybee NH, LLC
|
Incorporated by reference to Exhibit 10.25 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2013
|
|
10.307
|
|
Employment Agreement, dated July 3, 2013, by and between AdCare Health Systems, Inc. and Ronald W. Fleming
|
Incorporated by reference to Exhibit 10.296 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012
|
|
10.308
|
|
Management Agreement, dated July 26, 2013, by and between Harrah White Meadows Nursing, LLC and AdCare Oklahoma Management, LLC
|
Incorporated by reference to Exhibit 10.27 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended June 30, 2013
|
|
10.309
|
|
Management Agreement, dated July 26, 2013, by and between MCL Nursing, LLC and AdCare Oklahoma Management, LLC
|
Incorporated by reference to Exhibit 10.28 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended June 30, 2013
|
|
10.310
|
|
Management Agreement, dated July 26, 2013, by and between Meeker Nursing, LLC and AdCare Oklahoma Management, LLC
|
Incorporated by reference to Exhibit 10.29 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended June 30, 2013
|
|
10.311
|
|
Loan and Security Agreement, dated September 27, 2013, by and between QC Property Holdings, LLC and Housing & Healthcare Funding, LLC
|
Incorporated by reference to Exhibit 10.30 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended September 30, 2013
|
|
10.312
|
|
Promissory Note, dated September 27, 2013, issued by QC Property Holdings, LLC to Housing & Healthcare Funding, LLC in the amount of $5,000,000
|
Incorporated by reference to Exhibit 10.31 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended September 30, 2013
|
|
10.313
|
|
Mortgage, Security Agreement Assignment of Leases and Rents and Fixture Filing, dated September 27, 2013, by QC Property Holdings, LLC to and for the benefit of Housing & Healthcare Funding, LLC
|
Incorporated by reference to Exhibit 10.32 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended September 30, 2013
|
|
10.314
|
|
Guaranty, dated September 27, 2013, by AdCare Health Systems, Inc. to and for the benefit of Housing & Healthcare Funding, LLC
|
Incorporated by reference to Exhibit 10.33 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended September 30, 2013
|
|
10.315
|
|
Assignment of Rents and Leases, dated September 27, 2013, by QC Property Holdings, LLC to and for the benefit of Housing & Healthcare Funding, LLC
|
Incorporated by reference to Exhibit 10.34 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended September 30, 2013
|
|
10.316
|
|
Third Modification Agreement, dated as of September 30, 2013, by and among The PrivateBank and Trust Company, AdCare Health Systems, Inc. and its subsidiaries named therein
|
Incorporated by reference to Exhibit 10.35 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended September 30, 2013
|
|
10.317
|
|
Letter Agreement, dated October 1, 2013, among AdCare Health Systems, Inc., Park City Capital, LLC and Michael J. Fox
|
Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed on October 17, 2013
|
|
10.318
|
|
Waiver, Amendment and Forbearance, dated as of October 26, 2013, by and among AdCare Health Systems, Inc., Anthony J. Cantone and Attosa Financial LLC
|
Incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on October 31, 2013
|
|
10.319
|
|
Note, Mortgage and Loan Agreement Modification Agreement, dated December 31, 2013, by and among Sumter Valley Property Holdings, LLC, Georgetown HC&R Property Holdings, LLC and Metro City Bank.
|
Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed on December 31, 2013
|
|
10.320
|
|
Amendment to Employment Agreement between AdCare Health Systems, Inc. and Boyd P. Gentry, dated as of December 11, 2013 but executed and delivered on December 30, 2013.
|
Incorporated by reference to Exhibit 99.2 of the Registrant’s Current Report on Form 8-K filed on December 31, 2013
|
|
10.321
|
|
Amendment to Employment Agreement between AdCare Health Systems, Inc. and Ronald W. Fleming, dated as of December 11, 2013 but executed and delivered on December 30, 2013.
|
Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K filed on December 31, 2013
|
|
10.322
|
|
Amendment to Employment Agreement between AdCare Health Systems, Inc. and David Rubenstein, dated as of December 11, 2013 but executed and delivered on December 30, 2013.
|
Incorporated by reference to Exhibit 99.4 of the Registrant’s Current Report on Form 8-K filed on December 31, 2013
|
|
10.323
|
|
Amendment to Employment Agreement between AdCare Health Systems, Inc. and Melissa L. Green, dated as of December 11, 2013 but executed and delivered on December 30, 2013.
|
Incorporated by reference to Exhibit 99.5 of the Registrant’s Current Report on Form 8-K filed on December 31, 2013
|
|
10.324
|
|
Waiver and Amendment, dated February 10, 2014, by and among the Company and Gemino Healthcare Finance, LLC.
|
Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed on February 14, 2014
|
|
10.325
|
|
Termination Notice, dated December 31, 2013 to Living Center, LLC, Kenmetal, LLC, Senior NH, LLC, BAN NH, LLC, and Oak Lake, LLC.
|
Incorporated by reference to Exhibit 99.2 of the Registrant’s Current Report on Form 8-K filed on February 14, 2014
|
|
10.326
|
|
Termination Notice, dated December 31, 2013 to Harrah Whites Meadows Nursing, LLC.
|
Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K filed on February 14, 2014
|
|
10.327
|
|
Termination Notice, dated December 31, 2013 to Meeker Nursing, LLC.
|
Incorporated by reference to Exhibit 99.4 of the Registrant’s Current Report on Form 8-K filed on February 14, 2014
|
|
10.328
|
|
Termination Notice, dated December 31, 2013 to MCL Nursing, LLC.
|
Incorporated by reference to Exhibit 99.5 of the Registrant’s Current Report on Form 8-K filed on February 14, 2014
|
|
10.329
|
|
Underwriting Agreement, dated October 23, 2013, by and among AdCare Health Systems, Inc. and MLV & Co. LLC
|
Incorporated by reference to Exhibit 1.1 of the Registrant’s Pre-Effective Amendment No. 1 to its Registration Statement on Form S-1 (Registration No. 333-190203) filed October 23, 2013
|
|
10.330
|
|
Fourth Modification Agreement, dated November 8, 2013, by and among Little Rock HC&R Property Holdings, LLC, AdCare Health Systems, Inc., Little Rock HC&R Nursing, LLC, and The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.330 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013
|
|
10.331
|
|
Fourth Modification Agreement, dated November 26, 2013, by and among ADK Thomasville Operator, LLC, ADK Lumber City Operator, LLC, ADK LaGrange Operator, LLC, ADK Powder Springs Operator, LLC, ADK Thunderbolt Operator, LLC, Attalla Nursing ADK, LLC, Mountain Trace Nursing ADK, LLC, Mt. Kenn Nursing, LLC, Erin Nursing, LLC, CP Nursing, LLC Benton Nursing, LLC, Valley River Nursing, LLC, Park Heritage Nursing, LLC, Homestead Nursing, LLC, Woodland Manor Nursing, LLC, Mountain View Nursing, LLC, Little Rock HC&R Nursing, LLC, Glenvue H&R Nursing, LLC, Coosa Nursing ADK, LLC, QC Nursing, LLC, AdCare Health Systems, Inc., and The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.331 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013
|
|
10.332
|
|
Note, Mortgage and Loan Agreement Modification Agreement, effective as of December 30, 2013, by and among Metro City Bank and AdCare Health Systems, Inc.
|
Incorporated by reference to Exhibit 10.332 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013
|
|
10.333
|
|
Letter agreement, dated February 28, 2014, by and among AdCare Health Systems, Inc., AdCare Administrative Services, LLC, AdCare Oklahoma Management, LLC, Hearth & Home of Ohio, Inc., BAN NH, LLC, Senior NH, LLC, Oak Lake, LLC, Kenmetel, LLC, Living Center, LLC, Meeker Nursing, LLC, Meeker Property Holdings, LLC, MCL Nursing, LLC, McLoud Property Holdings, LLC, Harrah Whites Meadows Nursing, LLC, Harrah property Holdings, LLC, Christopher F. Brogdon, GL Nursing, LLC, and Marsh Pointe Management, LLC.
|
Incorporated by reference to Exhibit 10.333 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013
|
|
10.334
|
|
Note, dated February 28, 2014, by and among AdCare Health Systems, Inc. and Christopher F. Brogdon
|
Incorporated by reference to Exhibit 10.334 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013
|
|
10.335
|
|
Fourth Amendment to Secured Loan Agreement and Payment Guaranty, dated March 28, 2014, by and among Woodland Hills HC Property Holdings, LLC, Northridge HC&R Property Holdings, LLC, APH&R Property Holdings, LLC, Woodland Hills HC Nursing, LLC, Northridge HC&R Nursing, LLC, and APH&R Nursing, LLC, AdCare Health Systems, Inc., AdCare Property Holdings, LLC, AdCare Operations, LLC and KeyBank National Association
|
Incorporated by reference to Exhibit 10.335 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013
|
|
10.336
|
|
Agreement Regarding Exit Fees, dated March 28, 2014, by and among Woodland Hills HC Property Holdings, LLC, Northridge HC&R Property Holdings, LLC, APH&R Property Holdings, LLC, Woodland Hills HC Nursing, LLC, Northridge HC&R Nursing, LLC, APH&R Nursing, LLC, AdCare Health Systems, Inc., AdCare Property Holdings, LLC, AdCare Operations, LLC and KeyBank National Association
|
Incorporated by reference to Exhibit 10.336 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013
|
|
10.337
|
|
Sublease Termination Agreement, entered into May 6, 2014 and effective as of May 31, 2014, by and between Winter Haven Homes, Inc. and ADK Administrative Property, LLC
|
Incorporated by reference to Exhibit 10.10 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2014
|
|
10.338
|
|
Amendment to Consulting Agreement, dated May 6, 2014, by and between AdCare Health Systems, Inc. and Christopher F. Brogdon
|
Incorporated by reference to Exhibit 10.11 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2014
|
|
10.339
|
|
Amendment, dated May 15, 2014, by among AdCare Health Systems, Inc., AdCare Administrative Services, LLC, AdCare Oklahoma Management, LLC, Hearth & Home of Ohio, Inc., BAN NH, LLC, Senior NH, LLC, Oak Lake, LLC, Kenmetal, LLC, Living Center, LLC, Meeker Nursing, LLC, Meeker Property Holdings, LLC, MCL Nursing, LLC, McLoud Property Holdings, LLC, Harrah Whites Meadows Nursing, LLC, Harrah Property Holdings, LLC, Christopher F. Brogdon, and GL Nursing, LLC
|
Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed on May 21, 2014
|
|
10.340
|
|
Amended and Restated Note, dated May 15, 2014, by and among AdCare Health Systems, Inc. and Christopher F. Brogdon
|
Incorporated by reference to Exhibit 99.2 of the Registrant’s Current Report on Form 8-K filed on May 21, 2014
|
|
10.341
|
|
Modification Agreement, dated as of July 2, 2014, by and among Glenvue H&R Property Holdings, LLC and The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed on July 23, 2014
|
|
10.342
|
|
Fifth Modification Agreement, dated as of July 22, 2014, by and among ADK Thomasville Operator, LLC, ADK Lumber City Operator, LLC, ADK LaGrange Operator, LLC, ADK Powder Springs Operator, LLC, ADK Thunderbolt Operator, LLC, Attalla Nursing ADK, LLC, Mountain Trace Nursing ADK, LLC, Mt. Kenn Nursing, LLC, Erin Nursing, LLC, CP Nursing, LLC Benton Nursing, LLC, Valley River Nursing, LLC, Park Heritage Nursing, LLC, Homestead Nursing, LLC, Woodland Manor Nursing, LLC, Mountain View Nursing, LLC, Little Rock HC&R Nursing, LLC, Glenvue H&R Nursing, LLC, Coosa Nursing ADK, LLC, QC Nursing, LLC, AdCare Health Systems, Inc., and The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed on July 29, 2014
|
|
10.343
|
|
Separation and Release Agreement, dated May 29, 2014, by and between AdCare Health Systems, Inc. and Boyd P. Gentry
|
Incorporated by reference to Exhibit 10.16 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended June 30, 2014
|
|
10.344
|
|
Escrow Agreement, dated May 29, 2014, by and between AdCare Health Systems, Inc., Boyd P. Gentry, and Hughes, White, Kralicek, P.C.
|
Incorporated by reference to Exhibit 10.17 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended June 30, 2014
|
|
10.345
|
|
Sixth Modification Agreement, dated as of September 24, 2014, by and among ADK Thomasville Operator, LLC, ADK Lumber City Operator, LLC, ADK LaGrange Operator, LLC, ADK Powder Springs Operator, LLC, ADK Thunderbolt Operator, LLC, Attalla Nursing ADK, LLC, Mountain Trace Nursing ADK, LLC, Mt. Kenn Nursing, LLC, Erin Nursing, LLC, CP Nursing, LLC Benton Nursing, LLC, Valley River Nursing, LLC, Park Heritage Nursing, LLC, Homestead Nursing, LLC, Woodland Manor Nursing, LLC, Mountain View Nursing, LLC, Little Rock HC&R Nursing, LLC, Glenvue H&R Nursing, LLC, Coosa Nursing ADK, LLC, QC Nursing, LLC, AdCare Health Systems, Inc., and The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.18 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended September 30, 2014
|
|
10.346
|
|
Promissory Note, dated September 24, 2014, by and among Woodland Manor Nursing, LLC, Glenvue H&R Nursing, LLC and The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.19 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended September 30, 2014
|
|
10.347
|
|
Guaranty of Payment and Performance, dated September 24, 2014, by and between AdCare Health Systems, Inc. and The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.20 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended September 30, 2014
|
|
10.348
|
|
Loan and Security Agreement, dated September 24, 2014, by and among Woodland Manor Nursing, LLC, Glenvue H&R Nursing, LLC and The PrivateBank and Trust Company
|
Incorporated by reference to Exhibit 10.21 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended September 30, 2014
|
|
10.349
|
|
Surplus Cash Note, dated September 24, 2014, by and between Woodland Manor Property Holdings, LLC and AdCare Administrative Services, LLC
|
Incorporated by reference to Exhibit 10.22 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended September 30, 2014
|
|
10.350
|
|
Security Instrument, Mortgage & Deed of Trust, dated September 24, 2014, by and between Woodland Manor Property Holdings, LLC and Housing & Healthcare Finance, LLC.
|
Incorporated by reference to Exhibit 10.23 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended September 30, 2014
|
|
10.351
|
|
Note, dated October 10, 2014, by and among AdCare Health Systems, Inc. and Riverchase Village ADK, LLC.
|
Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed on October 17, 2014
|
|
10.352
|
|
Second Amended and Restated Note, dated October 10, 2014, by and among AdCare Health Systems, Inc. and Christopher F. Brogdon.
|
Incorporated by reference to Exhibit 99.2 of the Registrant’s Current Report on Form 8-K filed on October 17, 2014
|
|
10.353
|
|
Second Amendment, dated October 10, 2014, by among AdCare Health Systems, Inc., AdCare Administrative Services, LLC, AdCare Oklahoma Management, LLC, Hearth & Home of Ohio, Inc., BAN NH, LLC, Senior NH, LLC, Oak Lake, LLC, Kenmetal, LLC, Living Center, LLC, Meeker Nursing, LLC, Meeker Property Holdings, LLC, MCL Nursing, LLC, McLoud Property Holdings, LLC, Harrah Whites Meadows Nursing, LLC, Harrah Property Holdings, LLC, Christopher F. Brogdon, and GL Nursing, LLC.
|
Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K filed on October 17, 2014
|
|
10.354
|
|
Executive Employment Agreement, dated October 10, 2014, by and among AdCare Health Systems, Inc. and William McBride III.
|
Incorporated by reference to Exhibit 99.4 of the Registrant’s Current Report on Form 8-K filed on October 17, 2014
|
|
10.355
|
|
Seventh Modification Agreement to Loan and Security Agreement, dated as of December 17, 2014 by and among ADK lumber city operator, LLC, ADK Lagrange operator, LLC , ADK Powder Springs Operator, LLC , ADK Thunderbolt Operator, LLC, Attalla Nursing ADK, LLC , Mountain Trace Nursing ADK, LLC, Mt. Kenn Nursing, LLC, Erin Nursing, LLC, CP Nursing, LLC, Benton Nursing, LLC, Valley River Nursing, LLC, Park Heritage Nursing, LLC, Homestead Nursing, LLC, Mountain View Nursing, LLC, Little Rock HC&R Nursing, LLC , Glenvue H&R Nursing, LLC and QC Nursing, LLC, AdCare Health Systems, Inc., and the Privatebank and Trust Company.
|
Incorporated by reference to Exhibit 99.1 of the Registrant’s Current Report on Form 8-K filed on December 22, 2014
|
|
10.356
|
|
Healthcare Facility Note, dated December 1, 2014, by and among Mt. Kenn Property Holdings, LLC and KeyBank National Association
|
Incorporated by reference to Exhibit 99.2 of the Registrant’s Current Report on Form 8-K filed on December 22, 2014
|
|
10.357
|
|
Healthcare Deed to Secure Debt, Security Agreement and Assignment of Rents, dated December 1, 2014, by and among Mt. Kenn Property Holdings, LLC and KeyBank National Association
|
Incorporated by reference to Exhibit 99.3 of the Registrant’s Current Report on Form 8-K filed on Decembr 22, 2014
|
|
10.358
|
|
Healthcare Regulatory Agreement, dated December 1, 2014, by and among Mt. Kenn Property Holdings, LLC, its successors, heirs, and assigns (jointly and severally) and the U.S. Department of Housing and Urban Development.
|
Incorporated by reference to Exhibit 99.4 of the Registrant’s Current Report on Form 8-K filed on December 22, 2014
|
|
10.359
|
|
Modification of Mortgage Note Agreement, dated as of October 1, 2014, by and between Hearth & Care of Greenfield, LLC. and Red Mortgage Capital, Inc.
|
Filed herewith
|
|
10.360
|
|
Modification of Mortgage Note Agreement, dated as of October 1, 2014, by and between The Pavilion Care Center, LLC. and Red Mortgage Capital, Inc.
|
Filed herewith
|
|
10.361
|
|
Modification Agreement, dated as of October 1, 2014, by and among Hearth & Care of Greenfield, LLC., Red Mortgage Capital, Inc., and the U.S. Department of Housing and Urban Development
|
Filed herewith
|
|
10.362
|
|
Modification Agreement, dated as of October 1, 2014, by and among The Pavilion Care Center, LLC., Red Mortgage Capital, Inc., and the U.S. Department of Housing and Urban Development
|
Filed herewith
|
|
10.363
|
|
Sublease Agreement, dated as of January 16, 2015, by and among Woodland Hills HC Property Holdings, LLC, Woodland Hills HC Nursing, LLC and Highlands of Little Rock Riley, LLC
|
Filed herewith
|
|
10.364
|
|
Sublease Agreement, dated as of January 16, 2015, by and among Little Rock HC&R Property Holdings, LLC, Little Rock HC&R Nursing, LLC and Highlands of Little Rock West Markham, LLC
|
Filed herewith
|
|
10.365
|
|
Sublease Agreement, dated as of January 16, 2015, by and among Mt. V Property Holdings, LLC, Mountain View Nursing, LLC and Highlands of Mountain View SNF, LLC
|
Filed herewith
|
|
10.366
|
|
Sublease Agreement, dated as of January 16, 2015, by and among Valley River Property Holdings, LLC, Valley River Nursing, LLC and Highlands of Fort Smith, LLC
|
Filed herewith
|
|
10.367
|
|
Sublease Agreement, dated as of January 16, 2015, by and among Park Heritage Property Holdings, LLC, Park Heritage Nursing, LLC and Highlands of Rogers Dixieland, LLC
|
Filed herewith
|
|
10.368
|
|
Sublease Agreement, dated as of January 16, 2015, by and among Homestead Property Holdings, LLC, Homestead Nursing, LLC and Highlands of Stamps, LLC
|
Filed herewith
|
|
10.369
|
|
Sublease Agreement, dated as of January 16, 2015, by and among Benton Property Holdings, LLC, Benton Nursing, LLC and Highlands of Bentonville, LLC
|
Filed herewith
|
|
10.370
|
|
Sublease Agreement, dated as of January 16, 2015, by and among Mountain Top Property Holdings, LLC, Mountain Top ALF, LLC and Highlands of Mountain View RCF, LLC
|
Filed herewith
|
|
10.371
|
|
Sublease Agreement, dated as of January 16, 2015, by and among APH&R Property Holdings, LLC, APH&R Nursing, LLC and Highlands of Little Rock South Cumberland, LLC
|
Filed herewith
|
|
10.372
|
|
Sublease Agreement, dated as of January 16, 2015, by and among Northridge HC&R Property Holdings, LLC, Northridge HC&R Nursing, LLC and Highlands of North Little Rock John Ashley, LLC
|
Filed herewith
|
|
10.373
|
|
Loan Agreement, dated January 30, 2015, by and among Georgetown HC&R Property Holdings, LLC, Sumter Valley Property Holdings, LLC and The PrivateBank and Trust Company
|
Filed herewith
|
|
10.374
|
|
Promissory Note, dated January 30, 2015, issued by Georgetown HC&R Property Holdings, LLC, and Sumter Valley Property Holdings, LLC to The PrivateBank and Trust Company in the amount of $9,300,000
|
Filed herewith
|
|
10.375
|
|
Guaranty of Payment and Performance, dated January 30, 2015, issued by AdCare Health Systems, Inc. to and for the benefit of The PrivateBank and Trust Company in the amount of $9,300,000
|
Filed herewith
|
|
10.376
|
|
Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated January 30, 2015, by Georgetown HC&R Property Holdings, LLC to and for the benefit of The PrivateBank and Trust Company
|
Filed herewith
|
|
10.377
|
|
Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated January 30, 2015, by Sumter Valley Property Holdings, LLC to and for the benefit of The PrivateBank and Trust Company
|
Filed herewith
|
|
10.378
|
|
Seventh Amendment to Credit Agreement, dated January 30, 2015, by and between ADK Bonterra/Parkview, LLC and Gemino Healthcare Finance, LLC
|
Filed herewith
|
|
10.379
|
|
Fourth Amendment to Credit Agreement, dated January 30, 2015, by and among NW 61st Nursing, LLC, Georgetown HC&R Nursing, LLC, Sumter N&R, LLC and Gemino Healthcare Finance, LLC
|
Filed herewith
|
|
10.380
|
|
Sublease Agreement, dated as of January 31, 2015, by and between ADK Georgia, LLC. and 3460 Powder Springs Road Associates, L.P.
|
Filed herewith
|
|
10.381
|
|
Sublease Agreement, dated as of January 31, 2015, by and between ADK Georgia, LLC. and 3223 Falligant Avenue Associates, L.P.
|
Filed herewith
|
|
10.382
|
|
Promissory Note for exit fees (Northridge), dated February 25, 2015, issued by AdCare Health Systems, Inc. to KeyBank National Association in the amount of $170,000
|
Filed herewith
|
|
10.383
|
|
Promissory Note for exit fees (Cumberland), dated February 25, 2015, issued by AdCare Health Systems, Inc. to KeyBank National Association in the amount of $170,000
|
Filed herewith
|
|
10.384
|
|
Promissory Note for exit fees (River Valley), dated February 25, 2015, issued by AdCare Health Systems, Inc. to KeyBank National Association in the amount of $170,000
|
Filed herewith
|
|
10.385
|
|
Promissory Note for exit fees (Sumter Valley), dated February 25, 2015, issued by AdCare Health Systems, Inc. to KeyBank National Association in the amount of $170,000
|
Filed herewith
|
|
10.386
|
|
Loan Agreement, dated February 25, 2015, by and among APH&R Property Holdings, LLC, Northridge HC&R Property Holdings, LLC, Woodland Hills HC Property Holdings, LLC, and The PrivateBank and Trust Company
|
Filed herewith
|
|
10.387
|
|
Promissory Note, dated February 25, 2015, issued by APH&R Property Holdings, LLC, Northridge HC&R Property Holdings, LLC, and Woodland Hills HC Property Holdings, LLC to The PrivateBank and Trust Company in the amount of $12,000,000
|
Filed herewith
|
|
10.388
|
|
Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated February 25, 2015, by Woodland Hills HC Property Holdings, LLC to and for the benefit of The PrivateBank and Trust Company
|
Filed herewith
|
|
10.389
|
|
Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated February 25, 2015, by APH&R Property Holdings, LLC to and for the benefit of The PrivateBank and Trust Company
|
Filed herewith
|
|
10.390
|
|
Guaranty of Payment and Performance, dated February 25, 2015, issued by AdCare Health Systems, Inc. to and for the benefit of The PrivateBank and Trust Company in the amount of $12,000,000
|
Filed herewith
|
|
10.391
|
|
Absolute Assignment of Rents and Leases, dated February 25, 2015, by Woodland Hills HC Property Holdings, LLC, to and for the benefit of The PrivateBank and Trust Company
|
Filed herewith
|
|
10.392
|
|
Absolute Assignment of Rents and Leases, dated February 25, 2015, by APH&R Property Holdings, LLC, to and for the benefit of The PrivateBank and Trust Company
|
Filed herewith
|
|
10.393
|
|
Amendment to Promissory Note, dated March 25, 2015,
by and between Riverchase Village ADK, LLC and Adcare Health Systems, Inc.
|
Filed herewith
|
|
10.394
|
|
Amendment to Second Amended and Restated Note, dated March 25, 2015, by and between Christopher F. Brogdon and Adcare Health Systems, Inc.
|
Filed herewith
|
|
10.395
|
|
Third Amendment, dated March 25, 2015, by and among BAN NH, LLC, Senior NH, LLC, Oak Lake, LLC, Kenmetal, LLC, Living Center, LLC, Meeker Nursing, LLC, MCL Nursing, LLC, Harrah Whites Meadows Nursing, LLC, Meeker Property Holdings, LLC, McLoud Property Holdings, LLC, Harrah Property Holdings, LLC, GL Nursing, LLC, Christopher F. Brogdon, AdCare Oklahoma Management, LLC, AdCare Administrative Services, LLC, AdCare Health Systems, Inc., and Hearth & Home of Ohio, Inc.
|
Filed herewith
|
|
10.396
|
|
First Amendment to Executive Employment Agreement, dated March 25, 2015, by and among AdCare Health Systems, Inc. and William McBride, III
|
Filed herewith
|
|
10.397
|
|
Employment Agreement between AdCare Health Systems, Inc. and Allan J. Rimland, dated March 25, 2015
|
Filed herewith
|
|
10.398
|
|
Settlement Agreement and Release dated March 30, 2015, by and among Troy Clanton, Rose Rabon and South Star Services, Inc., and Chris Brogdon , Connie Brogdon, Kenmetal, LLC, Senior NH, LLC, BAN NH, LLC, Living Center, LLC, and Oak Lake, LLC, and Adcare Oklahoma Management, LLC, Adcare Health Systems, Inc., Adcare Property Holdings, LLC, and Boyd Gentry
|
Filed herewith
|
|
10.399
|
|
Settlement Agreement and Release dated March 30, 2015, by and among Starr Indemnity & Liability Company, Columbia Casualty Company, Chris Brogdon, Connie Brogdon, Kenmetal, LLC, Senior NH, LLC, BAN NH, LLC, Living Center, LLC, and Oak Lake, LLC, and AdCare Oklahoma Management, LLC, AdCare Health Systems, Inc., AdCare Property Holdings, LLC, and Boyd Gentry
|
Filed herewith
|
|
10.400
|
|
Settlement and Indemnification Agreement dated March 26, 2015, by and between Adcare Health Systems, Inc and its wholly owned subsidiaries and affiliates and Chris Brogdon and any affiliates or entities in which Chris Brogdon has an ownership interest
|
Filed herewith
|
|
10.401
|
|
Asset Purchase Agreement by and between CSCC Property Holdings, LLC, and Gracewood Manor, LLC, dated March 17, 2015
|
Filed herewith
|
|
10.402
|
|
Security Instrument, Mortgage & Deed of Trust, dated September 24, 2014, by and between Glenvue H&R Property Holdings, LLC and Housing & Healthcare Finance, LLC
|
Incorporated by reference to Exhibit 10.24 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended September 30, 2014
|
|
10.403
|
|
Healthcare Regulatory Agreement - Borrower, dated September 24, 2014, by and between Woodland Manor Property Holdings, LLC and The U.S. Department of Housing and Urban Development
|
Incorporated by reference to Exhibit 10.25 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended September 30, 2014
|
|
10.404
|
|
Healthcare Regulatory Agreement - Borrower, dated September 24, 2014, by and between Glenvue H&R Property Holdings, LLC and U.S. Department of Housing and Urban Development
|
Incorporated by reference to Exhibit 10.26 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended September 30, 2014
|
|
10.405
|
|
Healthcare Facility Note, dated September 24, 2014, by and between Woodland Manor Property Holdings, LLC and Housing & Healthcare Finance, LLC
|
Incorporated by reference to Exhibit 10.27 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended September 30, 2014
|
|
10.406
|
|
Healthcare Facility Note, dated September 24, 2014, by and between Glenvue H&R Property Holdings, LLC and Housing & Healthcare Finance, LLC.
|
Incorporated by reference to Exhibit 10.28 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended September 30, 2014
|
|
10.407
|
|
Separation Agreement, dated August 11, 2014, by and between AdCare Health Systems, Inc. and David Rubenstein
|
Incorporated by reference to Exhibit 10.29 of the Registrant’s Quarterly Report on Form 10-Q for the three months ended September 30, 2014
|
|
10.408
|
|
Lease Agreement, dated February 27, 2015, by and between Georgetown HC&R Property Holdings, LLC and Blue Ridge in Georgetown LLC
|
Filed herewith
|
|
10.409
|
|
First Amendment to Lease Agreement, dated March 20, 2015, by and between Georgetown HC&R Property Holdings, LLC and Blue Ridge in Georgetown, LLC
|
Filed herewith
|
|
10.410
|
|
Lease Agreement, dated February 27, 2015 by and between Sumter Valley Property Holdings, LLC and Blue Ridge of Sumter LLC
|
Filed herewith
|
|
10.411
|
|
First Lease Amendment to Lease Agreement, dated March 20, 2015, by and between Sumter Valley Property Holdings, LLC and Blue Ridge of Sumter, LLC
|
Filed herewith
|
|
10.412
|
|
Lease Agreement dated February 27, 2015 by and between Mountain Trace Nursing ADK, LLC and Blue Ridge on the Mountain LLC
|
Filed herewith
|
|
10.413
|
|
First Amendment to Lease Agreement, dated March 20, 2015 by and between Mountain Trace Nursing ADK,LLC and Blue Ridge on the Mountain , LLC
|
Filed herewith
|
|
10.414
|
|
Sublease Agreement, dated July 1, 2014 by and between ADK Georgia, LLC, and C.R. of Thomasville, LLC
|
Filed herewith
|
|
10.415
|
|
Lease Agreement, dated September 22, 2014 by and between Coosa Nursing ADK, LLC, and C.R. of Coosa Valley, LLC
|
Filed herewith
|
|
10.416
|
|
Lease Agreement, dated September 22, 2014 by and between Attalla Nursing ADK, LLC and C.R. of Attalla, LLC
|
Filed herewith
|
|
10.417
|
|
Sublease Agreement, dated February 18, 2015 by and between CP Nursing, LLC and C.R. of College Park, LLC
|
Filed herewith
|
|
21.1
|
|
Subsidiaries of the Registrant
|
Filed herewith
|
|
23.1
|
|
Consent of KPMG LLP
|
Filed herewith
|
|
31.1
|
|
Certification of PFO pursuant to Section 302 of the Sarbanes-Oxley Act
|
Filed herewith
|
|
31.2
|
|
Certification of PFO 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
|
Filed herewith
|
|
32.2
|
|
Certification of PFO pursuant to Section 906 of the Sarbanes-Oxley Act
|
Filed herewith
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
Filed herewith
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
Filed herewith
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
Filed herewith
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
Filed herewith
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
Filed herewith
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|