0000950123-11-037083.txt : 20110420 0000950123-11-037083.hdr.sgml : 20110420 20110420095257 ACCESSION NUMBER: 0000950123-11-037083 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110418 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110420 DATE AS OF CHANGE: 20110420 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: 11769630 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 g26913e8vk.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)
 
April 20, 2011 (April 18, 2011)
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 April 18, 2010, the Company entered into an Eleventh Amendment to the Amended and Restated Master Lease (“Master Lease”) with Sterling Acquisition Corp. (the “Lessor”), an affiliate of Omega Healthcare Investors, Inc. The purpose of the amendment is for the Lessor to provide an additional improvement allowance of $5 million to be used for certain capital improvements at four of the Company’s nursing centers leased from the Lessor. The annual base rent payable under the existing Mater Lease shall be increased by 10.25% of the amount of the additional improvements allowance disbursed. A press release regarding this amendment is attached as an exhibit hereto.
Item 9.01.   Financial Statements and Exhibits.
(c) Exhibits
     
Number   Exhibit
99.1  
Press release dated April 20, 2011
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: April 20, 2011

 


 

EXHIBIT INDEX
     
Number   Exhibit
99.1  
Press release dated April 20, 2011

 

EX-99.1 2 g26913exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
(Advocat_Logo)
         
Company Contact:
William R. Council, III
President and CEO
(615) 771-7575
      Investor Relations:
Rodney O’Connor
Cameron Associates
(212) 554-5470
Advocat Announces $5 Million Renovation Plans For Long-Term Care Facilities
 
BRENTWOOD, TN, (April 20, 2011) — Advocat Inc. (NASDAQ: AVCA) today announced an agreement with Omega Healthcare Investors, Inc. (NYSE: OHI) that provides $5 million in financing for capital improvements to four nursing centers Advocat leases from Omega.
Advocat provides a broad range of long-term care services to the elderly including skilled nursing and ancillary health care services through 46 nursing centers in primarily the Southeast and Southwest United States. Omega owns and leases to Advocat a total of 36 centers and since 2005 has provided $15 million for renovations. The additional $5 million will be invested in centers located in Arkansas, Kentucky, Ohio and Texas.
William R. Council, III, President and Chief Executive Officer, stated, “The average age of our nursing centers is 32 years. Major renovations result in significant aesthetic upgrades and many of the projects include the addition of functionality as well as space for rehabilitation therapy. These capital improvements are a fundamental part of our growth strategy for improving occupancy, quality of care and profitability. Since we launched the program in 2005, the average return on investment has exceeded 38%. Most importantly, the renovation program is an important part of our objective to be the provider of choice of health care and related services to the elderly in the communities we serve.”
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 successfully construct and operate the new nursing center in West Virginia, our ability to increase census at our renovated

 


 

facilities, changes in governmental reimbursement, government regulation, the impact of the recently adopted federal health care reform or any future health care reform, 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 proceedings alleging violations of laws and regulations governing quality of care or violations of other laws and regulations applicable to our business, costs and impacts associated with the implementation of our electronic medical records plan, the costs of investing in our business initiatives and development, 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, 2010, 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 46 skilled nursing centers containing 5,364 licensed nursing beds, primarily in the Southeast and Southwest. For additional information about the Company, visit Advocat’s web site: www.advocat-inc.com.
###

 

GRAPHIC 3 g26913g2691300.gif GRAPHIC begin 644 g26913g2691300.gif M1TE&.#EA#@$V`/<``"PN,RTO-2TP.2PS06=O>'5X?0)%G`!(H`!0I`A7J`I8 MJ1)=J1=?J1IAJB)EJ2QHIT%NG7I\@'J8NGJ;OWV?Q(""AH.%BX6*DZFROJVS MO+2XOXBHRXVLS9*OSI:ORKN]P[W!QK["RL+(T<3+U?K\>SP]/'T]____P```````#X`/!+8O.\```$``SH`0U<`7$X`24\` M1%,`5W,`7',`>64`=#,`;5P`,G,`36T`:68`=&0`+FP`;``````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````!+:Q!@:4)-TNA+:J!G':````!4``)0`&@`%:]T` M&0`%:@```````1G"P````!C2P!+;B)$`70`!-0```!G':`!A:Q+:S)#I(!+; M6)#I()$M@/___Y$M>)%I#@```3`D09%HU@```````!G':!8`/)?NR``````` M``@``)?LP)?NR!+@N!+@N#`D01+;`!+@LAG':``````!-1+;@)#V7)#V80`! M-0```!G':!+;7)%FN!+;Q)#I(``!-0``?A+;D("4,!+@>!+@?````!+;Q)#V M7)#V80```!+@?!+@>!+;H!G':!+@2)#I(```````?A+;U("4,```?A+@?!+@ M6(#G'5X?0)%G`!(H`!0I`A7J`I8J1)=J1=?J1IAJB)EJ2QHIT%NG7I\@'J8 MNGJ;OWV?Q(""AH.%BX6*DZFROJVSO+2XOXBHRXVLS9*OSI:ORKN]P[W!QK[" MRL+(T<3+U?K\>SP]/'T]____P```````#X` M/!+8O.\```$``SH`0U<`7$X`24\`1%,`5W,`7',`>64`=#,`;5P`,G,`36T` M:68`=&0`+FP`;``````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````````````````!+:Q!@:4)-T MNA+:J!G':````!4``)0`&@`%:]T`&0`%:@```````1G"P````!C2P!+;B)$` M70`!-0```!G':`!A:Q+:S)#I(!+;6)#I()$M@/___Y$M>)%I#@```3`D09%H MU@```````!G':!8`/)?NR`````````@``)?LP)?NR!+@N!+@N#`D01+;`!+@ MLAG':``````!-1+;@)#V7)#V80`!-0```!G':!+;7)%FN!+;Q)#I(``!-0`` M?A+;D("4,!+@>!+@?````!+;Q)#V7)#V80```!+@?!+@>!+;H!G':!+@2)#I M(```````?A+;U("4,```?A+@?!+@6(#G/($.*'$FRI,F3*%.J7,FR MI//.S/\:F!`Q!(4#!@Y(EFQ`@@<3$E%XD!!Y,N0&'LR^58JB MM.G2'S"H7JW:`X80'ERS;HVAQ&D4)6*W]F!;!>X0(59K"&%"A>_;IS7,7NTZ MQ.D3*B26*'R`<44/X#JZHX<&X,/^-^#.D0"``14*J*]@'@"&`0`(I%_? M/D7!$@#BUU^!H0`!`O#E]Q\!%H#0P@4#V%>0>>BI5P![`+!R`484&"#8`0]8 MA-U?VW77T0:=369``QZ5P!X('Z0(PGL:G`#"!02@J")['ZQ0T`H:#-!?@3`2 M<$$&_H&P(@&J6?#?``,8>-^)*7ZPHHXG8`1!=G\U$!U%&VI'GH<9;4#E7!A^ M=$&!37Z0`0$V"D2DC!]<4$!"!)R9`@9$A@""!@0HV((%%MC9Y@`Q'H1!!6Q^ M@&>:%JEPUP,7MH7EEPATR*5&'4`:ID<^8E#F!X$*5,`%9$&#*D@PJ\BZ)DE7=NQ8-P*R":+K`HL M&'3L"L8U2Y`**8@`G'-7-N2;M<"AD*U"*I00`D^A08?0"H]Q^$"RTF)D@GQ) MSOKI0'06VFE!%U0PYIALICH0O[/>.]`)\@G`)@CZ8C2!`11,Q^&6!H4`05R3 M*="`!"(,"R8$'D#PP`/B@?<`QP6A`,'$'T/0@4`B3#"Q`@]((`$$%H_LP;<$ MA3`!R`L\,,'.-4O@:,D43"P9!#L;8#'2HK7@`6&%@:?`RAG1:9ZL*;HY4`D$ ME$GJA`9]6L"J6*>&YK^LIBBP0'@6X%Z96E_T@`$AL+#`EP#-2W9P^8A4(($EC:P+659V0!>S[.ZF\+*ZS99+X&]4ZG"1:4O?N! M:;MJT.W_7=!OGA:A,%?E<7%8PD$>6*B=E8M7KZ5`*,BNN.H65F["`MI'NJ4( M5$)F70LA2$;L^RWH.I1N9FP!+([ M"`J)=4>G68H\"OG&(D/7#&U<02<@1"90#$9Z,0,`G@@@/A!0$):),L!P,Z$D@%3`29G+7)`E2A(^D6P$/ MYT*Y$]I1CK?^+*)?M#--\B&@S!%,M::I(ZR:2(`O[9Q)[NE"[`O6UQR2(L8S#7IPA)+=[V2VQ^FF1%)24 M(.Q4;BCU!3>0OFMWE=7O2,]UWX%\*E30Z\J(VM4"T%DJAMF-U'9+*Q";@HFE M.H7D:EOHQ[NBEZ@000&W2G`E^-I%ODO,"*=8>4%"??!5"&R2J.C$X@";;<`' M\2H6J_IBB7#FMBV%E.,*$F%?@I:U`LGK7K"J@K@.9,/?;2U@/JS7AWC@A?)# MP`,HX('")K.I&#H\@[](` MW'8\7`QL;2V#&T++.S3&DX3RCZMZZ&#?8!AC_MT?\&I,+VL M9_I2!$]T6DY^U9;2&#LIX!SD9+89PJGW")S:3D*N0VH(L8',4]@$D?5:U:WD MO-FHR7HDM*_^YPW;A9A`TAYWYEU1_$B-C.D]2(HYDB!.JK$^%HH^6C.;%[Z0 M`\IMN[("<_(J),_-`O M\Q8CQZ7@;(SD-:AV6E[N$=BH$84P/O$IG0HJE=A90W9+7I-CG)Q@X_?TLP(P9R](&CKEY,01Y"H=B[.?_F( MBUPTY;5'ZKN#2WLAX3V9ZE=/,\'H6[1J53JM"\)N7;:@AB1:8:$[?%ZK,R3K MV]LZY,%L$1JOFML0WWQ6+XJ!N''>LA>T@!>_&"B`GWX@`\?HQ/W^VA1+#0WP MW#5(QR&PPY!+??;R]K#O&:]UE0.5Y9>ZR!C'C*_D=6T@M*(SV)XO8+39RT!J MMG_XXF(J0@"2M1`HD$?T\T9"5G3G%GN!AWX#T707UF4&4$N(AWY4MQ>(AG'L M%WSNYU#PYV\2<5S411!2I2)C)CR;LC9KYW\]%FH(D8+%)8`)T4MO51!G-7O@ M1V$#86M?H@`08!>'EX%1EGZ]5W((P0(L`'Q_(WPKIVPM=Q'_16H$D7^J1A`' M)F,)9F`+AT%J4P*CAQ",U5\-L3!=AQ"YM`!ITH/J5F'(EC<&`6_EI7@@AA`0 M(`$GT'A0^'Y2&'\5T1_.-VX&V'D"87#^;7)]G_(\6Y0VAX(G%$5@%913!S$W M%8=U<;A`;BAXN1:'"VB$\;:!=M&!]:80([.'[?=X4>AUE781G72`!S$V4)12 M6&AF-AA5`X!-,!AQ6*1F<1:+$,=V@0=@,!"9B*A+6*_59\K``H`@``=T<0\#$@)`D``I!1!0`H1T*) MA_@?8J.2,^?^'SX251T)(/&!$.9!D@.2'^9&9`:P`.Z55MLS0N0U6#NHD`1Q MD)&2>R5#81MX@:]F;`=Q*QN0`HW7+J+8=&!I`F9I MEB?PE=ETEF*X$"O"/`.23LZ3)EX)EF*)$%]Y`F=YEFJ9$);8$!0(&/;12]NS M0"(@:?&F@XZ&$`O3/NO3/MQW>S9$.`?!/@_`A+?F=#'E8>"391>V-0RF+>UE M',A1&J-YFJ:!FJ5IFHESFJ/)FJ]9FJ[97D4(/O&S&"@0FB4S0(<#&10`'5[2 M&6"B90^P`!2#5`]@+A$3(I`!C:6#/I/!/4D6(@W@@#K4:-F!(9?^41JY,240 MH""5XIEY\Q4TTYMR(0*U$YR>N7JZN1`79QCP&9_R.9_T69]U@56+,S'B,9`# MH9]\%QXK4P([4UMXL0`2("[_"1Z?J$,@(QZUJ4@=(`'%V3,_`P'&&3,W,Y42 MT``+<#]\=0"S!0%O)0(6&H0J(P()"AY7(@(22J!WH3+MN1#HHQ4T6J,V>J-8 M,8Q,*!`[JA`]2I&AN0)Z:0*YZ:,_JA'04@*_0F(Q6A`L@!O6L@$=\"M%BA#A M`BPF@"BZR82ZZ1M$VJ0,T0%J,:9D6J9F>J9HFJ9J.J9C.2EN^J9P&J=R.J=T @6J=V>J=XFJ=ZNJ=\VJ=^^J>`&JB".J@&A%JH>1H0`#L_ ` end