Attached files
| file | filename |
|---|---|
| 8-K - 8-K - REGIONAL HEALTH PROPERTIES, INC | a12-30224_28k.htm |
Exhibit 99.1
ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in 000s)
Introduction and Basis of Presentation
As further described in Item 2.01 of the Current Report on Form 8-K with which this Exhibit 99.1 is filed, on December 28, 2012, AdCare Health Systems, Inc. (“AdCare” or the “Company”) and certain of its subsidiaries (together, the “Ohio ALF Sellers”) closed on an Asset Purchase Agreement with CHP Acquisition Company, LLC (“CHP”), pursuant to which the Company sold certain land, buildings, improvements, furniture, fixtures, operating agreements and equipment comprising the following four assisted living facilities: (i) Hearth & Home of El Camino located in Springfield, Ohio; (ii) Hearth & Home of Van Wert located in Van Wert, Ohio; (iii) Hearth & Home at Harding located in Springfield, Ohio; (iv) Hearth & Home at Urbana located in Urbana, Ohio. The facilities referred to in (i) through (iv) above are hereinafter referred to as the “Immediate Sale Facilities”.
The aggregate purchase price for the Immediate Sale Facilities was $16,098. The purchase price consisted of, among other items: (i) $5,017 in cash proceeds to the Company; (ii) the repayment of the principal balance of HUD loans with respect to certain of the Immediate Sale Facilities in an aggregate amount of $6,398; and (iii) a secured promissory note issued by CHP to the Company in the amount of $3,600 (the “CHP Note”). The anticipated gain on sale is estimated at approximately $6,500 subject to final adjustments and closing costs.
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2012 is presented to reflect the effect of the sale as if it had occurred on September 30, 2012. The unaudited pro forma condensed consolidated statements of operations and for the nine months ended September 30, 2012 and 2011 and the years ended December 31, 2011 and 2010, are based on our historical consolidated statements of operations, and gives effect to the sale as if it had occurred on January 1, 2010.
The unaudited pro forma condensed consolidated financial statements presented are based on the assumptions and adjustments set forth in the notes thereto. The unaudited pro forma adjustments made in the compilation of the unaudited pro forma condensed consolidated financial statements were: directly attributable to the sale, based upon available information and assumptions, which we consider to be reasonable, and made solely for purposes of developing such unaudited pro forma financial information for illustrative purposes in compliance with the disclosure requirements of the Securities and Exchange Commission (“SEC”). The unaudited pro forma condensed consolidated financial information is presented for informational purposes only and should not be considered indicative of actual results that would have been achieved had the sale actually been consummated on the dates indicated and does not purport to be indicative of the financial condition as of any future date or results of operations for any future period.
The unaudited pro forma condensed consolidated financial information should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2011 and the unaudited condensed consolidated financial statements and notes thereto included in our Quarterly Report on Form 10-Q for the nine months ended September 30, 2012.
ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2012
(Amounts in 000s)
|
|
|
Historical |
|
Disposition |
|
Pro Forma |
|
Pro Forma |
| ||||
|
|
|
|
|
(A) |
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
ASSETS |
|
|
|
|
|
|
|
|
| ||||
|
Current Assets: |
|
|
|
|
|
|
|
|
| ||||
|
Cash and cash equivalents |
|
$ |
9,884 |
|
$ |
— |
|
$ |
— |
|
$ |
9,884 |
|
|
Restricted cash and cash equivalents |
|
2,825 |
|
— |
|
— |
|
2,825 |
| ||||
|
Accounts receivable, net of allowance of $3,099 and $1,346 |
|
30,397 |
|
— |
|
— |
|
30,397 |
| ||||
|
Prepaid expenses and other |
|
892 |
|
(30 |
) |
— |
|
862 |
| ||||
|
Total current assets |
|
43,998 |
|
(30 |
) |
— |
|
43,968 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Restricted cash and investments |
|
5,748 |
|
— |
|
— |
|
5,748 |
| ||||
|
Property and equipment, net |
|
166,708 |
|
(6,717 |
) |
— |
|
159,991 |
| ||||
|
Intangible assets — bed licenses, net |
|
2,558 |
|
— |
|
— |
|
2,558 |
| ||||
|
Intangible assets — lease rights, net |
|
7,658 |
|
— |
|
— |
|
7,658 |
| ||||
|
Goodwill |
|
906 |
|
(906 |
) |
— |
|
0 |
| ||||
|
Escrow deposits for acquisitions |
|
812 |
|
— |
|
— |
|
812 |
| ||||
|
Lease deposits |
|
1,704 |
|
— |
|
— |
|
1,704 |
| ||||
|
Deferred loan costs, net |
|
6,630 |
|
(99 |
) |
— |
|
6,531 |
| ||||
|
Other assets |
|
169 |
|
— |
|
3,600 |
(B) |
3,769 |
| ||||
|
Total assets |
|
$ |
236,891 |
|
$ |
(7,752 |
) |
$ |
3,600 |
|
$ |
232,739 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
| ||||
|
Current Liabilities: |
|
|
|
|
|
|
|
|
| ||||
|
Current portion of notes payable and other debt |
|
$ |
11,991 |
|
$ |
(66 |
) |
$ |
— |
|
$ |
11,925 |
|
|
Revolving credit facilities and lines of credit |
|
1,363 |
|
— |
|
(1,363 |
) (C) |
— |
| ||||
|
Accounts payable |
|
20,324 |
|
— |
|
— |
|
20,324 |
| ||||
|
Accrued expenses |
|
12,615 |
|
— |
|
120 |
(D) |
12,735 |
| ||||
|
Total current liabilities |
|
46,293 |
|
(66 |
) |
(1,243 |
) |
44,984 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Notes payable and other debt, net of current portion: |
|
|
|
|
|
|
|
|
| ||||
|
Senior debt, net of discounts |
|
134,003 |
|
(5,917 |
) |
— |
|
128,086 |
| ||||
|
Convertible debt, net of discounts |
|
22,746 |
|
— |
|
— |
|
22,746 |
| ||||
|
Revolving credit facilities |
|
9,076 |
|
— |
|
(3,654 |
) (C) |
5,422 |
| ||||
|
Other debt |
|
887 |
|
— |
|
— |
|
887 |
| ||||
|
Derivative liability |
|
3,231 |
|
— |
|
— |
|
3,231 |
| ||||
|
Other liabilities |
|
1,728 |
|
— |
|
— |
|
1,728 |
| ||||
|
Deferred tax liability |
|
99 |
|
(77 |
) |
— |
(E) |
22 |
| ||||
|
Total liabilities |
|
218,063 |
|
(6,060 |
) |
(4,897 |
) |
207,106 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Commitments and contingencies (Note 14) |
|
— |
|
— |
|
— |
|
— |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
| ||||
|
Preferred stock, no par value; 1,000 shares authorized; no shares issued or outstanding |
|
— |
|
— |
|
— |
|
— |
| ||||
|
Common stock and additional paid-in capital, no par value; 29,000 shares authorized; 14,657 and 12,802 shares issued and outstanding |
|
41,002 |
|
— |
|
— |
|
41,002 |
| ||||
|
Accumulated deficit |
|
(19,943 |
) |
(1,692 |
) |
8,497 |
|
(13,138 |
) | ||||
|
Total stockholders’ equity |
|
21,059 |
|
(1,692 |
) |
8,497 |
|
27,864 |
| ||||
|
Noncontrolling interest in subsidiaries |
|
(2,231 |
) |
— |
|
— |
|
(2,231 |
) | ||||
|
Total equity |
|
18,828 |
|
(1,692 |
) |
8,497 |
|
25,633 |
| ||||
|
Total liabilities and stockholders’ equity |
|
$ |
236,891 |
|
$ |
(7,752 |
) |
$ |
3,600 |
|
$ |
232,739 |
|
See accompanying notes to unaudited pro forma condensed consolidated financial statements
ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2012
(Amounts in 000s, except per share data)
|
|
|
Historical |
|
Disposition |
|
Pro Forma |
|
Pro Forma |
| ||||
|
|
|
|
|
(F) |
|
|
|
|
| ||||
|
Revenues: |
|
|
|
|
|
|
|
|
| ||||
|
Patient care revenues |
|
$ |
165,793 |
|
$ |
(3,774 |
) |
$ |
— |
|
$ |
162,019 |
|
|
Management revenues |
|
1,154 |
|
— |
|
— |
|
1,154 |
| ||||
|
Total revenues |
|
166,947 |
|
(3,774 |
) |
— |
|
163,173 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Expenses: |
|
|
|
|
|
|
|
|
| ||||
|
Cost of services (exclusive of facility rent, depreciation and amortization) |
|
131,514 |
|
(2,413 |
) |
— |
|
129,101 |
| ||||
|
General and administrative |
|
13,188 |
|
— |
|
— |
|
13,188 |
| ||||
|
Facility rent expense |
|
6,196 |
|
— |
|
— |
|
6,196 |
| ||||
|
Depreciation and amortization |
|
5,370 |
|
(192 |
) |
— |
|
5,178 |
| ||||
|
Salary retirement and continuation costs |
|
38 |
|
— |
|
— |
|
38 |
| ||||
|
Total expenses |
|
156,306 |
|
(2,605 |
) |
— |
|
153,701 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income from Operations |
|
10,641 |
|
(1,168 |
) |
— |
|
9,473 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
| ||||
|
Interest expense, net |
|
(10,312 |
) |
280 |
|
282 |
(G) |
(9,750 |
) | ||||
|
Acquisition costs, net of gains |
|
(1,160 |
) |
— |
|
— |
|
(1,160 |
) | ||||
|
Derivative gain (loss) |
|
(1,342 |
) |
— |
|
— |
|
(1,342 |
) | ||||
|
Other income (expense) |
|
242 |
|
— |
|
135 |
(H) |
377 |
| ||||
|
Total other income (expense), net |
|
(12,572 |
) |
280 |
|
417 |
|
(11,875 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income (Loss) from Continuing Operations Before Income Taxes |
|
(1,931 |
) |
(888 |
) |
417 |
|
(2,402 |
) | ||||
|
Income Tax Expense |
|
(217 |
) |
151 |
|
(71 |
)(I) |
(137 |
) | ||||
|
Income (Loss) from Continuing Operations |
|
(2,148 |
) |
(737 |
) |
346 |
|
(2,539 |
) | ||||
|
Loss from discontinued operations |
|
(472 |
) |
— |
|
— |
|
(472 |
) | ||||
|
Net Income (Loss) |
|
(2,620 |
) |
(737 |
) |
346 |
|
(3,011 |
) | ||||
|
Net Loss Attributable to Noncontrolling Interests |
|
1,390 |
|
— |
|
— |
|
1,390 |
| ||||
|
Net Income (Loss) Attributable to AdCare Health Systems |
|
$ |
(1,230 |
) |
$ |
(737 |
) |
$ |
346 |
|
$ |
(1,621 |
) |
|
|
|
|
|
|
|
|
|
|
| ||||
|
Net Income (Loss) per Common Share — Basic: |
|
|
|
|
|
|
|
|
| ||||
|
Continuing Operations |
|
$ |
(0.05 |
) |
|
|
|
|
$ |
(0.09 |
) | ||
|
Discontinued Operations |
|
(0.03 |
) |
|
|
|
|
(0.03 |
) | ||||
|
|
|
$ |
(0.08 |
) |
|
|
|
|
$ |
(0.12 |
) | ||
|
Net Income (Loss) per Common Share — Diluted: |
|
|
|
|
|
|
|
|
| ||||
|
Continuing Operations |
|
$ |
(0.05 |
) |
|
|
|
|
$ |
(0.09 |
) | ||
|
Discontinued Operations |
|
(0.03 |
) |
|
|
|
|
(0.03 |
) | ||||
|
|
|
$ |
(0.08 |
) |
|
|
|
|
$ |
(0.12 |
) | ||
See accompanying notes to unaudited pro forma condensed consolidated financial statements
ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2011
(Amounts in 000s, except per share data)
|
|
|
Historical |
|
Disposition |
|
Pro Forma |
|
Pro Forma |
| ||||
|
|
|
|
|
(F) |
|
|
|
|
| ||||
|
Revenues: |
|
|
|
|
|
|
|
|
| ||||
|
Patient care revenues |
|
$ |
104,596 |
|
$ |
(3,219 |
) |
$ |
— |
|
$ |
101,377 |
|
|
Management revenues |
|
1,312 |
|
— |
|
— |
|
1,312 |
| ||||
|
Total revenues |
|
105,908 |
|
(3,219 |
) |
— |
|
102,689 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Expenses: |
|
|
|
|
|
|
|
|
| ||||
|
Cost of services (exclusive of facility rent, depreciation and amortization) |
|
84,916 |
|
(2,384 |
) |
— |
|
82,532 |
| ||||
|
General and administrative |
|
9,358 |
|
— |
|
— |
|
9,358 |
| ||||
|
Facility rent expense |
|
5,787 |
|
— |
|
— |
|
5,787 |
| ||||
|
Depreciation and amortization |
|
2,188 |
|
(190 |
) |
— |
|
1,998 |
| ||||
|
Salary retirement and continuation costs |
|
622 |
|
— |
|
— |
|
622 |
| ||||
|
Total expenses |
|
102,871 |
|
(2,574 |
) |
— |
|
100,297 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income from Operations |
|
3,037 |
|
(645 |
) |
— |
|
2,392 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
| ||||
|
Interest expense, net |
|
(5,511 |
) |
280 |
|
282 |
(G) |
(4,949 |
) | ||||
|
Acquisition costs, net of gains |
|
(789 |
) |
— |
|
— |
|
(789 |
) | ||||
|
Derivative gain (loss) |
|
807 |
|
— |
|
— |
|
807 |
| ||||
|
Loss on extinguishment of debt |
|
(136 |
) |
— |
|
— |
|
(136 |
) | ||||
|
Other income (expense) |
|
567 |
|
— |
|
135 |
(H) |
702 |
| ||||
|
Total other income (expense), net |
|
(5,062 |
) |
280 |
|
417 |
|
(4,365 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income (Loss) from Continuing Operations Before Income Taxes |
|
(2,025 |
) |
(364 |
) |
417 |
|
(1,972 |
) | ||||
|
Income Tax Expense |
|
(414 |
) |
62 |
|
(71 |
)(I) |
(423 |
) | ||||
|
Income (Loss) from Continuing Operations |
|
(2,439 |
) |
(302 |
) |
346 |
|
(2,395 |
) | ||||
|
Loss from discontinued operations |
|
(285 |
) |
— |
|
— |
|
(285 |
) | ||||
|
Net Income (Loss) |
|
(2,724 |
) |
(302 |
) |
346 |
|
(2,680 |
) | ||||
|
Net Loss Attributable to Noncontrolling Interests |
|
1,090 |
|
— |
|
— |
|
1,090 |
| ||||
|
Net Income (Loss) Attributable to AdCare Health Systems |
|
$ |
(1,634 |
) |
$ |
(302 |
) |
$ |
346 |
|
$ |
(1,590 |
) |
|
|
|
|
|
|
|
|
|
|
| ||||
|
Net Income (Loss) per Common Share — Basic: |
|
|
|
|
|
|
|
|
| ||||
|
Continuing Operations |
|
$ |
(0.14 |
) |
|
|
|
|
$ |
(0.13 |
) | ||
|
Discontinued Operations |
|
(0.03 |
) |
|
|
|
|
(0.03 |
) | ||||
|
|
|
$ |
(0.17 |
) |
|
|
|
|
$ |
(0.16 |
) | ||
|
Net Income (Loss) per Common Share — Diluted: |
|
|
|
|
|
|
|
|
| ||||
|
Continuing Operations |
|
$ |
(0.14 |
) |
|
|
|
|
$ |
(0.13 |
) | ||
|
Discontinued Operations |
|
(0.03 |
) |
|
|
|
|
(0.03 |
) | ||||
|
|
|
$ |
(0.17 |
) |
|
|
|
|
$ |
(0.16 |
) | ||
See accompanying notes to unaudited pro forma condensed consolidated financial statements
ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2011
(Amounts in 000s, except per share data)
|
|
|
Historical |
|
Disposition |
|
Pro Forma |
|
Pro Forma |
| ||||
|
|
|
|
|
(F) |
|
|
|
|
| ||||
|
Revenues: |
|
|
|
|
|
|
|
|
| ||||
|
Patient care revenues |
|
$ |
149,733 |
|
$ |
(4,440 |
) |
$ |
— |
|
$ |
145,293 |
|
|
Management revenues |
|
1,620 |
|
— |
|
— |
|
1,620 |
| ||||
|
Total revenues |
|
151,353 |
|
(4,440 |
) |
— |
|
146,913 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Expenses: |
|
|
|
|
|
|
|
|
| ||||
|
Cost of services (exclusive of facility rent, depreciation and amortization) |
|
122,219 |
|
(3,214 |
) |
— |
|
119,005 |
| ||||
|
General and administrative |
|
13,281 |
|
— |
|
— |
|
13,281 |
| ||||
|
Facility rent expense |
|
7,795 |
|
— |
|
— |
|
7,795 |
| ||||
|
Depreciation and amortization |
|
3,938 |
|
(262 |
) |
— |
|
3,676 |
| ||||
|
Salary retirement and continuation costs |
|
1,451 |
|
— |
|
— |
|
1,451 |
| ||||
|
Total expenses |
|
148,684 |
|
(3,476 |
) |
— |
|
145,208 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income from Operations |
|
2,669 |
|
(964 |
) |
— |
|
1,705 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
| ||||
|
Interest expense, net |
|
(8,199 |
) |
374 |
|
376 |
(G) |
(7,449 |
) | ||||
|
Acquisition costs, net of gains |
|
(1,163 |
) |
— |
|
— |
|
(1,163 |
) | ||||
|
Derivative gain (loss) |
|
957 |
|
— |
|
— |
|
957 |
| ||||
|
Loss on extinguishment of debt |
|
(141 |
) |
— |
|
— |
|
(141 |
) | ||||
|
Other income (expense) |
|
552 |
|
— |
|
180 |
(H) |
732 |
| ||||
|
Total other income (expense), net |
|
(7,994 |
) |
374 |
|
556 |
|
(7,064 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income (Loss) from Continuing Operations Before Income Taxes |
|
(5,325 |
) |
(590 |
) |
556 |
|
(5,359 |
) | ||||
|
Income Tax Expense |
|
(263 |
) |
100 |
|
(95 |
)(I) |
(257 |
) | ||||
|
Income (Loss) from Continuing Operations |
|
(5,588 |
) |
(490 |
) |
461 |
|
(5,616 |
) | ||||
|
Loss from discontinued operations |
|
(1,963 |
) |
— |
|
— |
|
(1,963 |
) | ||||
|
Net Income (Loss) |
|
(7,551 |
) |
(490 |
) |
461 |
|
(7,579 |
) | ||||
|
Net Loss Attributable to Noncontrolling Interests |
|
1,387 |
|
— |
|
— |
|
1,387 |
| ||||
|
Net Income (Loss) Attributable to AdCare Health Systems |
|
$ |
(6,164 |
) |
$ |
(490 |
) |
$ |
461 |
|
$ |
(6,192 |
) |
|
|
|
|
|
|
|
|
|
|
| ||||
|
Net Income (Loss) per Common Share — Basic: |
|
|
|
|
|
|
|
|
| ||||
|
Continuing Operations |
|
$ |
(0.40 |
) |
|
|
|
|
$ |
(0.40 |
) | ||
|
Discontinued Operations |
|
(0.19 |
) |
|
|
|
|
(0.19 |
) | ||||
|
|
|
$ |
(0.59 |
) |
|
|
|
|
$ |
(0.59 |
) | ||
|
Net Income (Loss) per Common Share — Diluted: |
|
|
|
|
|
|
|
|
| ||||
|
Continuing Operations |
|
$ |
(0.40 |
) |
|
|
|
|
$ |
(0.40 |
) | ||
|
Discontinued Operations |
|
(0.19 |
) |
|
|
|
|
(0.19 |
) | ||||
|
|
|
$ |
(0.59 |
) |
|
|
|
|
$ |
(0.59 |
) | ||
See accompanying notes to unaudited pro forma condensed consolidated financial statements
ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2010
(Amounts in 000s, except per share data)
|
|
|
Historical |
|
Disposition |
|
Pro Forma |
|
Pro Forma |
| ||||
|
|
|
|
|
(F) |
|
|
|
|
| ||||
|
Revenues: |
|
|
|
|
|
|
|
|
| ||||
|
Patient care revenues |
|
$ |
48,697 |
|
$ |
(3,998 |
) |
$ |
— |
|
$ |
44,699 |
|
|
Management revenues |
|
2,093 |
|
— |
|
— |
|
2,093 |
| ||||
|
Total revenues |
|
50,790 |
|
(3,998 |
) |
— |
|
46,792 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Expenses: |
|
|
|
|
|
|
|
|
| ||||
|
Cost of services (exclusive of facility rent, depreciation and amortization) |
|
40,610 |
|
(3,304 |
) |
— |
|
37,306 |
| ||||
|
General and administrative |
|
7,936 |
|
— |
|
— |
|
7,936 |
| ||||
|
Facility rent expense |
|
2,858 |
|
— |
|
— |
|
2,858 |
| ||||
|
Depreciation and amortization |
|
1,261 |
|
(273 |
) |
— |
|
988 |
| ||||
|
Total expenses |
|
52,665 |
|
(3,577 |
) |
— |
|
49,088 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income from Operations |
|
(1,875 |
) |
(422 |
) |
— |
|
(2,297 |
) | ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
| ||||
|
Interest expense, net |
|
(2,329 |
) |
376 |
|
376 |
(G) |
(1,577 |
) | ||||
|
Acquisition costs, net of gains |
|
2,446 |
|
— |
|
— |
|
2,446 |
| ||||
|
Derivative gain (loss) |
|
(343 |
) |
— |
|
— |
|
(343 |
) | ||||
|
Loss on extinguishment of debt |
|
(228 |
) |
— |
|
— |
|
(228 |
) | ||||
|
Other income (expense) |
|
(25 |
) |
— |
|
180 |
(H) |
155 |
| ||||
|
Total other income (expense), net |
|
(479 |
) |
376 |
|
556 |
|
453 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Income (Loss) from Continuing Operations Before Income Taxes |
|
(2,354 |
) |
(45 |
) |
556 |
|
(1,843 |
) | ||||
|
Income Tax Expense |
|
(20 |
) |
8 |
|
(95 |
)(I) |
(107 |
) | ||||
|
Income (Loss) from Continuing Operations |
|
(2,374 |
) |
(38 |
) |
461 |
|
(1,950 |
) | ||||
|
Loss from discontinued operations |
|
174 |
|
— |
|
— |
|
174 |
| ||||
|
Net Income (Loss) |
|
(2,200 |
) |
(38 |
) |
461 |
|
(1,776 |
) | ||||
|
Net Loss Attributable to Noncontrolling Interests |
|
(544 |
) |
— |
|
— |
|
(544 |
) | ||||
|
Net Income (Loss) Attributable to AdCare Health Systems |
|
$ |
(2,744 |
) |
$ |
(38 |
) |
$ |
461 |
|
$ |
(2,320 |
) |
|
|
|
|
|
|
|
|
|
|
| ||||
|
Net Income (Loss) per Common Share — Basic: |
|
|
|
|
|
|
|
|
| ||||
|
Continuing Operations |
|
$ |
(0.38 |
) |
|
|
|
|
$ |
(0.33 |
) | ||
|
Discontinued Operations |
|
0.02 |
|
|
|
|
|
0.02 |
| ||||
|
|
|
$ |
(0.36 |
) |
|
|
|
|
$ |
(0.31 |
) | ||
|
Net Income (Loss) per Common Share — Diluted: |
|
|
|
|
|
|
|
|
| ||||
|
Continuing Operations |
|
$ |
(0.38 |
) |
|
|
|
|
$ |
(0.33 |
) | ||
|
Discontinued Operations |
|
0.02 |
|
|
|
|
|
0.02 |
| ||||
|
|
|
$ |
(0.36 |
) |
|
|
|
|
$ |
(0.31 |
) | ||
See accompanying notes to unaudited pro forma condensed consolidated financial statements
ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in 000s)
The accompanying unaudited pro forma condensed consolidated balance sheet as of September 30, 2012 reflects the following adjustments:
(A) Elimination of the assets associated with the Immediate Sale Facilities purchased by CHP and the related debt of the Immediate Sale Facilities paid off with proceeds from the asset sale transaction.
(B) Recognition of the $3,600 promissory note issued by CHP to the Company.
(C) Receipt of net proceeds of approximately $5,017. For purposes of the pro forma adjustment, it is assumed that net cash proceeds are used to repay amounts outstanding under the Company’s revolving credit facilities and lines of credit.
(D) Estimated current taxes payable on the sale of the Immediate Sale Facilities. The estimated current taxes payable amount differs from such amount calculated based on statutory rates primarily due to the utilization of previously unrecognized net operating loss carry forwards.
(E) Adjustments to tax balances to reflect the reversal of existing deferred tax liabilities associated with the Immediate Sale Facilities.
The accompanying unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2012 and 2011 and the years ended December 31, 2011 and 2010 reflect the following adjustments:
(F) Elimination of the operating results of the Immediate Sale Facilities which are included in the Company’s historical consolidated statements of operations. The interest expense related to the debt of the Immediate Sale Facilities that was paid off with the proceeds from the asset sale transaction is also eliminated in this column.
(G) Adjustment to interest expense to reflect the use of the cash proceeds to reduce borrowings under the Company’s revolving credit facilities and lines of credit.
(H) Adjustment to reflect interest income accruing at 5% on the $3,600 promissory note issued by CHP to the Company.
(I) Adjustment for the income tax consequences of the elimination of pretax income pertaining to the Immediate Sale Facilities and pro forma adjustments at the Company’s estimated combined federal and state tax rate of 17%.
The operating results of the Immediate Sale Facilities reflected in the Disposition Column do not include a 5% management fee paid by the Immediate Sale Facilities to the Company as such amount is eliminated in the historical financial statements.