Attached files
| file | filename |
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| EX-99.1 - EXHIBIT 99.1 - Diversicare Healthcare Services, Inc. | a991unauditedproformafinan.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
December 6, 2018 (December 1, 2018)
Diversicare Healthcare Services, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-12996 | 62-1559667 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (Employer Identification Number) |
1621 Galleria Boulevard Brentwood, TN 37027-2926
(Address of principal executive offices)
(615) 771-7575
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company | ¨ | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨ | ||||
Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 1, 2018, the Company completed its previously announced sale of assets of Diversicare of Fulton, LLC, Diversicare of Glasgow, LLC and Diversicare of Clinton, LLC for a purchase price of $18.7 million, less estimated purchase price adjustments.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
Pro forma financial information relative to the disposed of businesses as required under Item 9.01 of Form 8-K in connection with the dispositions are attached as Exhibit 99.1.
(d) Exhibits
Number Exhibit
99.1Unaudited pro forma condensed financial statements of Diversicare Healthcare Services, Inc. for the nine months ended September 30, 2018 and for the year ended December 31, 2017 and as of September 30, 2018, and the notes related thereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DIVERSICARE HEALTHCARE SERVICES, INC.
By: /s/ Kerry D. Massey
Kerry D. Massey
Chief Financial Officer
Date: December 6, 2018