0001019687-16-005438.txt : 20160314 0001019687-16-005438.hdr.sgml : 20160314 20160314080021 ACCESSION NUMBER: 0001019687-16-005438 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160314 DATE AS OF CHANGE: 20160314 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADCARE HEALTH SYSTEMS, INC CENTRAL INDEX KEY: 0001004724 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 311332119 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83967 FILM NUMBER: 161502442 BUSINESS ADDRESS: STREET 1: 1145 HEMBREE ROAD CITY: ROSWELL STATE: GA ZIP: 30076 BUSINESS PHONE: 404-781-2895 MAIL ADDRESS: STREET 1: 1145 HEMBREE ROAD CITY: ROSWELL STATE: GA ZIP: 30076 FORMER COMPANY: FORMER CONFORMED NAME: ADCARE HEALTH SYSTEMS INC DATE OF NAME CHANGE: 19951208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fields ephraim CENTRAL INDEX KEY: 0001510865 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 265 EAST 66TH STREET STREET 2: #41A CITY: NEW YORK STATE: NY ZIP: 10065 SC 13D 1 fields_sc13d.htm SCHEDULE 13D

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. ________)*

 

 

AdCare Health Systems, Inc.

(Name of Issuer)

 

 

Common Stock

(Title of Class of Securities)

 

00650W300

 

(CUSIP Number)

 

Ephraim Fields

C/O Echo Lake Capital

888 Seventh Avenue, 17th Floor

New York, NY 10019

(212) 251-3381

 

Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

 

March 14, 2016

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

   
 

 

Cusip Number: 00650W300 Schedule 13D Page 2 of 6

 

 

1.  Names of Reporting Persons.
 Ephraim Fields
2.  Check the Appropriate Box if a Member of a Group
(a) o
(b) o
 
3.  SEC Use Only
4.  Source of Funds
PF
5.  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
6.  Citizenship or Place of Organization
USA

 

 

Number of Shares

Beneficially

Owned by

Each Reporting

Person With:

7.  Sole Voting Power
657,407 (including 67,400 underlying sold-short put options)
 
8.  Shared Voting Power
0
 
9.  Sole Dispositive Power
657,407 (including 67,400 underlying sold-short put options)
 
10.  Shared Dispositive Power
0
 
11.  Aggregate Amount Beneficially Owned by Each Reporting Person
657,407 (including 67,400 underlying sold-short put options)
12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13.  Percent of Class Represented by Amount in Row (11)
3.3%
14.  Type of Reporting Person
IN

 

   
 

 

Cusip Number: 00650W300 Schedule 13D Page 3 of 6

 

ITEM 1. SECURITY AND ISSUER

 

The class of equity to which this statement relates is the common stock $0.001 par value (the "Common Stock") of Adcare Health Systems, Inc. (the "Company" or “Issuer”), which has its principal executive offices at:

1145 Hembree Road

Roswell, GA 30076

 

ITEM 2. IDENTITY AND BACKGROUND

 

If the person filing this statement or any person enumerated in Instruction C of this statement is a corporation, general partnership, limited partnership, syndicate or other group of persons, state its name, the state or other place of its organization, its principal business, the address of its principal office and the information required by (d) and (e) of this Item. If the person filing this statement or any person enumerated in Instruction C is a natural person, provide the information specified in (a) through (f) of this Item with respect to such person(s).

 

(a) Name; Ephraim Fields (the “Reporting Person”)

 

(b) Residence or business address; C/O Echo Lake Capital, 888 Seventh Avenue, 17th Floor, NY, NY 10019

 

(c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; Investor

 

(d) Whether or not, during the last five years, such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and, if so, give the dates, nature of conviction, name and location of court, and penalty imposed, or other disposition of the case; NO

 

(e) Whether or not, during the last five years, such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws; and, if so, identify and describe such proceedings and summarize the terms of such judgment, decree or final order; and NO

 

(f) Citizenship. USA

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

As of the date of this filing, Ephraim Fields had invested $2,608,942 (including brokerage commissions) to purchase 590,007 shares of Common Stock of the issuer. The aggregate purchase price of the 67,400 shares of Common Stock underlying certain sold-short put options that may be deemed to be beneficially owned by Mr. Fields is approximately $143,122 assuming all such shares are purchased by Mr. Fields. The aggregate purchase price of the 70,000 shares of Common Stock underlying certain call options owned by Mr. Fields is approximately $263,900 assuming all such shares are purchased by Mr. Fields. In addition, Mr. Fields purchased 60,488 shares of Preferred Stock for $1,153,604 (including brokerage commissions). The source of all these funds was personal investment capital.

 

ITEM 4. PURPOSE OF TRANSACTION

 

The Reporting Person purchased the Common Stock for investment purposes. Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of shares at prices that would make the purchase or sale of Common Stock desirable, each Reporting Person may endeavor to increase or decrease its position in the Issuer through, among other things, the purchase or sale of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable. Each Reporting Person may engage in short selling or hedging or similar transactions with respect to the Common Stock, on such terms and at such times as the Reporting Person may deem advisable.

 

   
 

 

Cusip Number: 00650W300 Schedule 13D Page 4 of 6

 

Except to the extent discussed herein, the Reporting Person does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Each Reporting Person intends to review its investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the shares, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, continuing to engage in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Person’s investment, making other proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure or operations of the Issuer, purchasing additional shares, selling some or all of its shares, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, or changing its intention with respect to any and all matters referred to in Item 4.

 

On March 14, 2016, Ephraim Fields submitted a letter to the Board of Directors of the Issuer. A copy of this letter is attached as 99.1 hereto.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

 

(a) - (b) Ephraim Fields beneficially owns in the aggregate 657,407 shares of Common Stock (including 67,400 Shares underlying certain sold-short put options), which represents approximately 3.3% of the Company’s outstanding shares of Common Stock. The percentage ownership of shares of Common Stock set forth in this Statement is based on 19,902,283 shares of Common Stock issued and outstanding as of October 31, 2015 as reported in the Company’s Form 10-Q filed with the SEC on November 16, 2015.

 

Ephraim Fields has the sole power to vote or to direct the voting of all such shares described herein. Mr. Fields has the sole power to dispose or direct the disposition of all such shares described herein. Mr. Fields does not have shared power to vote or to direct the vote of any such shares described herein, and does not have shared power to dispose or direct the disposition of any such shares described herein.

 

(c) Ephraim Fields effected the following transactions in shares of Common Stock during the past 60 days:

 

    Shares          Price
Date   Bought/(Sold)    Per Share
1/14/2016    34,500    $            1.98
1/19/2016       2,800    $            2.08
1/20/2016         1,426    $            1.99
1/20/2016          274    $            1.98
1/21/2016          200    $            2.00
1/21/2016       9,800    $            2.00
1/21/2016        4,000    $            2.00
1/21/2016       6,000    $            2.02
1/22/2016          15,000    $            2.00
1/25/2016         1,000    $            1.91
1/25/2016        100    $            1.91
1/25/2016           200    $            1.91
1/25/2016         600    $            1.90
1/26/2016     (5,200)    $            2.02
1/26/2016        (3,000)    $            2.02
1/27/2016        5,000    $            2.06
2/4/2016      (41,900)    $            2.16
2/5/2016       (88,237)    $            2.19
2/8/2016       10,400    $            2.06
2/11/2016      19,500    $            1.93
2/18/2016       19,900    $            2.20
2/23/2016       1,150    $            2.18
2/26/2016       33,178    $            2.20
2/29/2016       15,395    $            2.20
3/1/2016      100    $            2.15
3/7/2016      (3,000)    $            2.25
3/8/2016      7,308    $            2.19

 

 

   
 

 

Cusip Number: 00650W300 Schedule 13D Page 5 of 6

 

(d) No person other than Ephraim Fields is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.

 

(e) Not applicable.

 

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

Ephraim Fields has sold short in the over the counter market American-style put options referencing 60,000 shares which have an exercise price of $2.50 per share and expire on June 17, 2016. Ephraim Fields has sold short in the over the counter market American-style put options referencing 7,400 shares which have an exercise price of $5.00 per share and expire on March 18, 2016. Ephraim Fields has purchased in the over the counter market American-style call options referencing 70,000 shares which have an exercise price of $2.50 per share and expire on March 18, 2016.

 

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

 

Exhibit No. Description
   
Exhibit 99.1 Letter to the Board Dated March 14, 2016
   
   

 

 

 

   
 

 

Cusip Number: 00650W300 Schedule 13D Page 6 of 6

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

March 14, 2016

Date

 

 

/s/ Ephraim Fields

Signature

 

 

Ephraim Fields

Name/Title

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

 

EX-99.1 2 fields_sc13d-ex9901.htm LETTER TO BOARD OF DIRECTORS

Exhibit 99.1

 

March 14, 2016

 

 

 

To: Members of the Board of Directors

 

As the Schedule 13D we filed today indicates, we are one of the largest shareholders of AdCare Health Systems, Inc. ("ADK" or the "Company") and own over 3% of its common shares. We own more shares than all but one of the members of ADK's Board of Directors (the “Board").

 

We believe ADK's common stock and publicly traded preferred stock have been and continue to be deeply undervalued. Fortunately, we believe there is a clear path to creating shareholder value and we are calling on the Board to publicly endorse and the immediately implement this plan. While we have expressed our thoughts to members of the company's senior management (whom we commend for resolving many of ADK's operational problems), we believe it is now appropriate to share our views with the entire Board.

 

We believe significant shareholder value can be created by selling ADK either in parts or in whole. A buyer of the company could reap significant benefits by reducing ADK's outrageously high cost of capital and by eliminating virtually all of its corporate overhead (which is quite high relative to projected FFO). Furthermore, we believe ADK (with an equity market capitalization of only $45 million) is too small to justify remaining public considering the significant public company expenses it incurs and the clear lack of interest in the Company from the investment community.

 

One could argue that ADK should make acquisitions in an effort to grow and hopefully achieve a higher valuation multiple. However, we believe this strategy is naive and not in the best interests of shareholders. We believe ADK's cost of capital is too high to justify making acquisitions and that other company specific and market related issues will prevent ADK from ever achieving an appropriate valuation as a publicly traded entity. Simply put, we believe shareholders would be best served if the company were sold immediately. Conversely, we believe that NOT selling the company today would be a disservice to shareholders as it would force them to spend over $5 million on projected G&A expenses this year alone, to pay for the company's high cost of debt/preferred, to incur market, industry and interest rate risks and, importantly, to not be able to reinvest proceeds received from the sale of ADK into investments with more attractive risk/reward scenarios.

 

We believe that a not widely read 8k filed on February 9, 2016 highlights the underlying value of ADK's assets and the value that could be created through a sale of the entire company. In this filing, ADK disclosed that it granted a party an option to buy ADK's Arkansas facilities for $55 million or what we believe equates to a 10% cap rate. We believe the Arkansas facilities are ADK's weakest, so if a party is considering paying a 10% cap rate for these facilities, we believe ADK can obtain even more favorable multiples for its more attractive remaining facilities.

 

 

   
 

March 14, 2016

Page Two

 

Page 14 of the Company's latest investor presentation (http://www.sec.gov/Archives/edgar/data/1004724/000100472416000166/adcareinvestorpresentati.htm ) provides an interesting illustrative valuation for the Company which we summarize below for your reference:

 

Assumed Cap Rate 8.0% 8.5% 9.0% 9.5% 10.0%
           
Implied Equity Value Per Share $5.46 $4.62 $3.86 $3.20 $2.59
           
Premium to Stock Price (2/5/16) 163% 122% 86% 54% 25%

 

Therefore, we call on the Board to immediately implement the following plan which we believe is in the best interests of all shareholders. We also believe this plan will eliminate significant confusion (which contributes to ADK's depressed stock price) which we believe exists among the investment community as to Board's true objectives.

 

1. Publicly announce that the Board has retained a reputable investment bank to sell the company in whole or in pieces. We believe hiring an investment bank will ensure that the Board has conducted a wide and thorough sale process. We believe making a public announcement is important because it will (i) highlight the opportunity to numerous potential buyers, (ii) indicate to potential buyers that the Board is serious about the sale process and, (iii) give ADK investors confidence that the Board is committed to maximizing shareholder value. Importantly, we see very little downside to making such a public announcement since the company has very few employees and is unlike to incur any business risk.

 

2. Publicly announce the Company has no plans to pursue acquisitions. As stated above, we believe the company has much better uses of capital than making acquisitions. We believe acquisitions are inherently risky and note that ADK shareholders have historically suffered significantly as a result of poorly conceived acquisitions.

 

3. Use all excess cash to repurchase common stock or preferred stock. We have illustrated above why we believe ADK's common stock is so undervalued. We also believe that ADK's publicly traded preferred stock (on which the company is current on its dividend payments) is undervalued considering it yields over 13% and has an attractive change of control provision. On a risk/reward basis, we doubt ADK has a better use of its excess cash than repurchasing either its common stock or preferred stock.

 

Importantly, we believe that many of the Company's other large shareholders would agree with the sentiments expressed in this letter.

 

We also note that several Board members personally own very little ADK stock, especially if you exclude out of the money options and warrants. In general we get concerned when individuals with very little financial incentive to act in the best interests of shareholders are given the power to determine the fate of all shareholders.

 

We are large and long-standing shareholders who have seen significant shareholder value destroyed over the years. We believe the path to maximizing shareholder value is clear and that the Board should act immediately to implement our plan. We are prepared to take all actions necessary to ensure that shareholders' best interests are being looked after.

 

If you would like to discuss this matter, we can be reached at (212) 251-3381 or at ef@echolakecapital.com.

 

Sincerely,

 

/s/ Ephraim Fields

Ephraim Fields