-----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, HIY2AAADrHNz+krZU+jy8l6tSha+q2CkADJYIpQOwDvhGexXRFps19d7mAzZIBDK I84PAwkQj0eYPnD1GgKPkg== 0000950123-10-025609.txt : 20100317 0000950123-10-025609.hdr.sgml : 20100317 20100317170332 ACCESSION NUMBER: 0000950123-10-025609 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100317 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100317 DATE AS OF CHANGE: 20100317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVOCAT INC CENTRAL INDEX KEY: 0000919956 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 621559667 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12996 FILM NUMBER: 10689371 BUSINESS ADDRESS: STREET 1: 1621 GALLERIA BLVD. CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6157717575 MAIL ADDRESS: STREET 1: 1621 GALLERIA BLVD. CITY: BRENTWOOD STATE: TN ZIP: 37027 8-K 1 g22558e8vk.htm FORM 8-K e8vk
 
 
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)
March 17, 2010 (March 17, 2010)
ADVOCAT 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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 1.01.   Entry into a Material Definitive Agreement.
On March 17, 2010, the Company entered into an agreement with a bank for a new $15 million revolving credit facility, replacing its current bank revolving credit facility which was to expire in August 2010. In addition to replacing the existing revolving credit facility, the Company used $3.2 million in proceeds from the new facility to retire an existing bank term loan. The new revolver is secured by accounts receivable, has a term of three years and bears interest at the Company’s option of LIBOR (subject to a floor of 3.0%) plus 3.5% or the bank’s prime lending rate. A press release regarding this credit facility is attached as an exhibit hereto.
Item 9.01.   Financial Statements and Exhibits.
(c) Exhibits
         
Number   Exhibit
  99.1    
Press release dated March 17, 2010
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.
         
  ADVOCAT INC.
 
 
  By:   /s/ L. Glynn Riddle, Jr.    
    L. Glynn Riddle, Jr.   
    Chief Financial Officer   
 
Date: March 17, 2010

 


 

EXHIBIT INDEX
         
Number   Exhibit
  99.1    
Press Release dated March 17, 2010

 

EX-99.1 2 g22558exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
(LOGO)
     
Company Contact:
  Investor Relations:
William R. Council, III President and CEO (615) 771-7575
  Cameron Associates Rodney O’Connor (212) 554-5470
Advocat Announces New Revolving Credit Facility
Also Announces Quarterly Dividend
BRENTWOOD, Tenn., (March 17, 2010) — Advocat Inc. (NASDAQ: AVCA) today announced it entered into a new Revolving Credit Facility. The Company also announced that its quarterly dividend of $0.05 per share was declared on March 3, 2010 and will be paid April 14, 2010 to shareholders of record on March 31, 2010.
The Company entered into an agreement with a bank for a new $15 million revolving credit facility, replacing its current bank revolving credit facility which was to expire in August 2010. In addition to replacing the existing revolving credit facility, the Company used $3.2 million in proceeds from the new facility to retire an existing bank term loan. The new revolver is secured by accounts receivable, has a term of three years and bears interest at the Company’s option of LIBOR (subject to a floor of 3.0%) plus 3.5% or the bank’s prime lending rate.
William R. Council, III, noted, “Our new revolving credit facility will allow us the flexibility to fund our working capital needs during the next 3 years as well as retire our existing term loan. As a result of changes in banking industry business practices since we entered into our previous credit facility in 2007, the new revolving credit facility has a higher interest rate than the existing credit facility. However, as a result of the significant reduction in our overall debt and the decrease in letters of credit required as a result of our improved debt level, the Company’s interest expense is expected to decrease by approximately $200,000 during 2010 compared to 2009. Also, by retiring the term loan, we have reduced the required principal payments and added further flexibility to our timing of debt reduction payments”
FORWARD-LOOKING STATEMENTS
The “forward-looking statements” contained in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are predictive in nature and are frequently identified by the use of terms such as “may,” “will,” “should,” “expect,” “believe,” “estimate,” “intend,” and similar words indicating possible future expectations, events or actions. These forward-looking statements reflect our current views with respect to future events and present our estimates and assumptions only as of the date of this release. Actual results could differ materially from those contemplated by the forward-looking statements made in this release. In addition to any assumptions and other factors referred to specifically in connection with such statements, other factors, many of which are beyond our ability to control or predict, could cause our actual results to differ materially from the results expressed or implied in any forward looking statements, including but not limited to, our ability to arrange appropriate financing and successfully construct and operate the replacement facility for the facility in West Virginia, our ability to increase census at our renovated facilities, changes in governmental reimbursement, government regulation and health care reforms, any increases in the cost of borrowing under our credit

 


 

agreements, our ability to comply with covenants contained in those credit agreements, the outcome of professional liability lawsuits and claims, our ability to control ultimate professional liability costs, the accuracy of our estimate of our anticipated professional liability expense, the impact of future licensing surveys, the outcome of regulatory proceedings alleging violations of laws and regulations governing quality of care or violations of other laws and regulations applicable to our business, our ability to control costs, changes to our valuation of deferred tax assets, changes in occupancy rates in our facilities, changing economic and competitive conditions, changes in anticipated revenue and cost growth, changes in the anticipated results of operations, the effect of changes in accounting policies, as well as other risk factors detailed in the Company’s Securities and Exchange Commission filings. The Company has provided additional information in its Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as well as in its Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission, which readers are encouraged to review for further disclosure of other factors. These assumptions may not materialize to the extent assumed, and risks and uncertainties may cause actual results to be different from anticipated results. These risks and uncertainties also may result in changes to the Company’s business plans and prospects. Advocat Inc. is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet services.
Advocat provides long term care services to patients in 50 skilled nursing centers containing 5,799 licensed nursing beds, primarily in the Southeast and Southwest. For additional information about the Company, visit Advocat’s web site: http://www.irinfo.com/avc.
###

 

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