-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KZ4Rsq1PhzFPXTkLiD95ZjOIUlJ1brOEENm3tCYiLjpHDVh/+vAUknrKAH4LC3Yk eY5sDq9a7DrwIPIiXQle/w== 0001019687-08-003804.txt : 20080820 0001019687-08-003804.hdr.sgml : 20080820 20080820141658 ACCESSION NUMBER: 0001019687-08-003804 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080818 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080820 DATE AS OF CHANGE: 20080820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Integrated Healthcare Holdings Inc CENTRAL INDEX KEY: 0001051488 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 870412182 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23511 FILM NUMBER: 081029756 BUSINESS ADDRESS: STREET 1: 1301 N. TUSTIN AVENUE CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: 714-434-9191 MAIL ADDRESS: STREET 1: 1301 N. TUSTIN AVENUE CITY: SANTA ANA STATE: CA ZIP: 92705 FORMER COMPANY: FORMER CONFORMED NAME: Integrated Healthcare Holdings DATE OF NAME CHANGE: 20040816 FORMER COMPANY: FORMER CONFORMED NAME: FIRST DELTAVISION INC DATE OF NAME CHANGE: 19971216 8-K 1 ihh_8k-081908.txt 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): August 18, 2008 -------------------------- INTEGRATED HEALTHCARE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) -------------------------- NEVADA 0-23511 87-0573331 (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.) 1301 NORTH TUSTIN AVENUE SANTA ANA, CALIFORNIA 92705 (Address of Principal Executive Offices) (Zip Code) (714) 953-3503 (Registrant's telephone number, including area code) (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) |X| 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)) -1- Item 2.01 Results of Operations and Financial Condition. On August 20, 2008, the Audit Committee of Integrated Healthcare Holdings, Inc. (the "Company") determined that it was necessary to restate the Company's consolidated financial statements (and other financial information) for the year ended March 31, 2008. The restatement relates to the correction of an error, as discussed further below under Item 4.02, which discussion is incorporated by reference herein. Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On August 20, 2008, the Company's Audit Committee determined that the Company's consolidated financial statements for the year ended March 31, 2008 should be restated due to a technical violation of covenants under the Company's principal credit agreements arising from an overstatement of net revenues and accounts receivable and other operating expenses and accounts payable during the 2008 fiscal year. These errors resulted from the incorrect recording of certain contractual discounts for patient accounts receivable and revenue related to the Company's subacute unit at its Chapman facility. The correction of these errors resulted in noncompliance by the Company with the amended Minimum Fixed Charge Coverage Ratio of 0.4 at March 31, 2008 under its principal outside credit agreements. This has been reviewed with the Lender who has responded that the variance is not material to the Lender. The Company has not received and is not expecting a notice of default from the Lender. Accordingly, due to the technical default the Company was required to reclassify its non current portion of debt to current in accordance with SFAS 78, "Classification of Obligations That Are Callable by the Creditor - An Amendment to ARB 43, Chapter 3A." The Company restated its consolidated financial statements for the year ended March 31, 2008 and is amending its Annual Report on Form 10-K, originally filed with the SEC on July 14, 2008, to conform to this change. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. EXHIBIT NUMBER DESCRIPTION - ------------------------------ 99.1 Restated consolidated balance sheet as of March 31, 2008. 99.2 Restated consolidated statement of operations for the year ended March 31, 2008. 99.3 Restated consolidated statement of stockholders' deficiency for the year ended March 31, 2008. 99.4 Restated consolidated statement of cash flows for the year ended March 31, 2008. * Certain exhibits, schedules and/or annexes have been omitted. A copy of any omitted exhibit, schedule or annex will be furnished supplementally to the Securities and Exchange Commission upon request. -2- 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. Date: August 20, 2008 INTEGRATED HEALTHCARE HOLDINGS, INC. By: /s/ Steven R. Blake ----------------------------------- Steven R. Blake Chief Financial Officer -3- EX-99.1 2 ihh_8kex99-1.txt RESTATED BALANCE SHEET EXHIBIT 99.1 INTEGRATED HEALTHCARE HOLDINGS, INC. CONSOLIDATED BALANCE SHEET March 31, 2008 (amounts in 000's, except par value) As filed As restated --------- --------- ASSETS Current assets: Cash and cash equivalents $ 3,141 $ 3,141 Restricted cash 20 20 Accounts receivable, net of allowance for doubtful accounts of $14,383 57,990 57,482 Inventories of supplies, at cost 5,853 5,853 Due from governmental payers 4,877 4,877 Prepaid insurance 721 721 Other prepaid expenses and current assets 5,811 5,811 --------- --------- Total current assets 78,413 77,905 Property and equipment, net 56,917 56,917 Debt issuance costs, net 759 759 --------- --------- Total assets $ 136,089 $ 135,581 ========= ========= LIABILITIES AND STOCKHOLDERS' DEFICIENCY Current liabilities: Revolving line of credit $ 9,879 $ -- Debt, current -- 95,579 Accounts payable 46,749 46,681 Accrued compensation and benefits 14,701 14,701 Due to governmental payers 1,690 1,690 Accrued insurance retentions 12,332 12,332 Other current liabilities 5,781 5,781 --------- --------- Total current liabilities 91,132 176,764 Debt, non current 85,700 -- Capital lease obligations, net of current portion of $406 6,375 6,375 Minority interest in variable interest entity 1,150 1,150 --------- --------- Total liabilities 184,357 184,289 --------- --------- Commitments and contingencies Stockholders' deficiency: Common stock, $0.001 par value; 400,000 shares authorized; 137,096 shares issued and outstanding, respectively 137 137 Additional paid in capital 56,148 56,148 Accumulated deficit (104,553) (104,993) --------- --------- Total stockholders' deficiency (48,268) (48,708) --------- --------- Total liabilities and stockholders' deficiency $ 136,089 $ 135,581 ========= =========
EX-99.2 3 ihh_8kex99-2.txt RESTATED STATEMENT OF OPERATIONS EXHIBIT 99.2 INTEGRATED HEALTHCARE HOLDINGS, INC. CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED MARCH 31, 2008 (amounts in 000's, except per share amounts) AS FILED AS RESTATED --------- --------- Net operating revenues $ 368,229 $ 367,721 --------- --------- Operating expenses: Salaries and benefits 209,680 209,680 Supplies 50,126 50,126 Provision for doubtful accounts 30,958 30,958 Other operating expenses 69,027 68,959 Loss on sale of accounts receivable 4,079 4,079 Depreciation and amortization 3,134 3,134 --------- --------- 367,004 366,936 --------- --------- Operating income 1,225 785 --------- --------- Other income (expense): Interest expense, net (13,209) (13,209) Warrant expense (11,404) (11,404) Change in fair value of warrant liability (14,273) (14,273) --------- --------- (38,886) (38,886) --------- --------- Loss before provision for income taxes and minority interest (37,661) (38,101) Provision for income taxes (28) (28) Minority interest net income in variable interest entity (1,474) (1,474) --------- --------- Net loss $ (39,163) $ (39,603) ========= ========= Per Share Data: Income (loss) per common share Basic ($ 0.30) ($ 0.30) Diluted ($ 0.30) ($ 0.30) Weighted average shares outstanding Basic 131,869 131,869 Diluted 131,869 131,869
EX-99.3 4 ihh_8kex99-3.txt RESTATED STOCKHOLDERS' DEFICIENCY EXHIBIT 99.3 INTEGRATED HEALTHCARE HOLDINGS, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY FOR THE YEAR ENDED MARCH 31, 2008 (amounts in 000's) As filed Additional Common Stock Paid-in Accumulated Shares Amount Capital Deficit Total ------------------------------------- ----------------- ------------------ ------------------ Balance, March 31, 2007 116,304 116 25,589 (65,390) (39,685) Exercise of warrants 20,792 21 4,761 - 4,782 Issuance of warrants - - 25,677 - 25,677 Share-based compensation - - 121 - 121 Net loss - - - (39,163) (39,163) ---------------- ----------------- ----------------- ------------------ ------------------ Balance, March 31, 2008 137,096 $ 137 $ 56,148 $ (104,553) $ (48,268) ================ ================= ================= ================== ================== As restated Additional Common Stock Paid-in Accumulated Shares Amount Capital Deficit Total ------------------------------------- ----------------- ------------------ ------------------ Balance, March 31, 2007 116,304 116 25,589 (65,390) (39,685) Exercise of warrants 20,792 21 4,761 - 4,782 Issuance of warrants - - 25,677 - 25,677 Share-based compensation - - 121 - 121 Net loss, restated - - - (39,603) (39,603) ---------------- ----------------- ----------------- ------------------ ------------------ Balance, March 31, 2008 (restated) 137,096 $ 137 $ 56,148 $ (104,993) $ (48,708) ================ ================= ================= ================== ==================
EX-99.4 5 ihh_8kex99-4.txt RESTATED STATEMENT OF CASH FLOWS EXHIBIT 99.4 INTEGRATED HEALTHCARE HOLDINGS, INC. CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended March 31, 2008 (amounts in 000's) AS FILED AS RESTATED -------- -------- Cash flows from operating activities: Net loss $(39,163) $(39,603) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization of property and equipment 3,134 3,134 Provision for doubtful accounts 30,958 30,958 Amortization of debt issuance costs and intangible assets 236 236 Common stock warrant expense 11,404 11,404 Change in fair value of warrant liability 14,273 14,273 Minority interest in net income (loss) of variable interest entity 1,474 1,474 Noncash share-based compensation expense 121 121 Changes in operating assets and liabilities: Accounts receivable (69,578) (69,070) Security reserve funds 7,990 7,990 Deferred purchase price receivable 23,765 23,765 Inventories of supplies 91 91 Due from governmental payers (3,499) (3,499) Prepaid insurance, other prepaid expenses and current assets, and other assets 2,063 2,063 Accounts payable 5,306 5,238 Accrued compensation and benefits 2,127 2,127 Due to governmental payers 768 768 Accrued insurance retentions and other current liabilities (2,729) (2,729) -------- -------- Net cash used in operating activities (11,259) (11,259) -------- -------- Cash flows from investing activities: Decrease in restricted cash 4,948 4,948 Additions to property and equipment (921) (921) -------- -------- Net cash provided by (used in) investing activities 4,027 4,027 -------- -------- Cash flows from financing activities: Proceeds from revolving line of credit, net 3,090 3,090 Proceeds from debt 2,658 2,658 Debt issuance costs (1,493) (1,493) Issuance of common stock 576 576 Variable interest entity distribution (2,040) (2,040) Payments on capital lease obligations (262) (262) -------- -------- Net cash provided by financing activities 2,529 2,529 -------- -------- Net decrease in cash and cash equivalents (4,703) (4,703) Cash and cash equivalents, beginning of period 7,844 7,844 -------- -------- Cash and cash equivalents, end of period $ 3,141 $ 3,141 ======== ========
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