CUSIP 00650W300 | 13D | Page 2 of 14 Pages |
1
|
NAME OF REPORTING PERSONS
PARK CITY CAPITAL OFFSHORE MASTER, LTD.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
513,000
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
513,000
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
513,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
|
|
14
|
TYPE OF REPORTING PERSON*
CO
|
CUSIP 00650W300 | 13D | Page 3 of 14 Pages |
1
|
NAME OF REPORTING PERSONS
PARK CITY SPECIAL OPPORTUNITY FUND, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
146,250
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
146,250
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,250
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
|
|
14
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP 00650W300 | 13D | Page 4 of 14 Pages |
1
|
NAME OF REPORTING PERSONS
CCM OPPORTUNISTIC PARTNERS, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
85,500
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
85,500
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,500
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
|
14
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP 00650W300 | 13D | Page 5 of 14 Pages |
1
|
NAME OF REPORTING PERSONS
PARK CITY CAPITAL, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2I
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
744,750
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
744,750
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
744,750
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
|
14
|
TYPE OF REPORTING PERSON*
IA
|
CUSIP 00650W300 | 13D | Page 6 of 14 Pages |
1
|
NAME OF REPORTING PERSONS
PCC SOF GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
146,250
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
146,250
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,250
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
|
|
14
|
TYPE OF REPORTING PERSON*
OO
|
CUSIP 00650W300 | 13D | Page 7 of 14 Pages |
1
|
NAME OF REPORTING PERSONS
MICHAEL J. FOX
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
PF; OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
5,250
|
8
|
SHARED VOTING POWER
744,750
|
|
9
|
SOLE DISPOSITIVE POWER
5,250
|
|
10
|
SHARED DISPOSITIVE POWER
744,750
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
|
14
|
TYPE OF REPORTING PERSON*
IN
|
CUSIP 00650W300 | 13D | Page 8 of 14 Pages |
1
|
NAME OF REPORTING PERSONS
CCM OPPORTUNISTIC ADVISORS, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
85,500
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
85,500
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,500
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
|
14
|
TYPE OF REPORTING PERSON*
IA
|
CUSIP 00650W300 | 13D | Page 9 of 14 Pages |
1
|
NAME OF REPORTING PERSONS
A. JOHN KNAPP, JR.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
-0-
|
8
|
SHARED VOTING POWER
85,500
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
85,500
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,500
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
|
14
|
TYPE OF REPORTING PERSON*
IN
|
CUSIP 00650W300 | 13D | Page 10 of 14 Pages |
Exhibit 4
|
Letter from Michael J. Fox to David Tenwick, Chairman of the Board of the Issuer
|
CUSIP 00650W300 | 13D | Page 11 of 14 Pages |
PARK CITY CAPITAL OFFSHORE MASTER, LTD.
By: /s/ Michael J. Fox
Michael J. Fox,
Director
|
PARK CITY CAPITAL, LLC
By: /s/ Michael J. Fox
Michael J. Fox, Manager
|
PCC SOF GP LLC
By: /s/ Michael J. Fox
Michael J. Fox, Managing Member
|
MICHAEL J. FOX
By: /s/ Michael J. Fox
Michael J. Fox |
PARK CITY CAPITAL SPECIAL OPPORTUNITY
FUND, LP
By: PCC SOF GP LLC, its general partner
By: /s/ Michael J. Fox
Michael J. Fox, Managing Member
|
CCM OPPORTUNISTIC PARTNERS, LP
By: CCM Opportunistic Partners GP, LP, its general partner
By: CCM GP, LLC, its general partner
By: /s/ A. John Knapp, Jr.
A. John Knapp, Jr.
Manager
|
CCM OPPORTUNISTIC ADVISORS, LLC
By: /s/ A. John Knapp, Jr.
A. John Knapp, Jr., Manager
|
A. JOHN KNAPP, JR.
By: /s/ A. John Knapp, Jr.
A. John Knapp, Jr. |
Owned Beds
|
2,654
|
Sales Price Per Bed
|
$90,000
|
Proceeds
|
238,885,245
|
Debt
|
148,919,000
|
Net Cash
|
89,966,245
|
Shares
|
25,000,000
|
Net Cash Per Share
|
$3.60
|
Company
|
2012 EBITDAR Margin
|
EV/EBITDAR
|
2012 EBITDA Margin
|
EV/EBITDA
|
||
Ensign Group
|
14.3%
|
8.4x
|
12.7%
|
9.5x
|
||
Skilled Healthcare
|
13.2%
|
6.1x
|
11.1%
|
7.2x
|
||
Average
|
13.7%
|
7.2x
|
11.9%
|
8.3x
|
EBITDAR
|
$31,050,000
|
EV/EBITDAR
|
7.0x
|
Enterprise Value
|
217,350,000
|
Cash
|
17,679,000
|
Debt
|
0
|
Market Value
|
235,029,000
|
Shares
|
25,000,000
|
Price
|
$9.40
|
cc:
|
Chris Brogdon
|
Vice Chairman, Adcare Health Systems, Inc
|
|
Boyd Gentry
|
|
CEO, Adcare Health Systems, Inc
|
|
George Lee
|
|
Partner, Lee and Stone, LLP
|