-----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, PIJmnfcSEx8O++CFQ7flFj5NJdj6EuEMWVYNwyd0wikenFXOOe2Nvwp/OOt/EbSt w+tMQPOV6MEqtjH6/3VD7g== 0000950144-99-003925.txt : 19990403 0000950144-99-003925.hdr.sgml : 19990403 ACCESSION NUMBER: 0000950144-99-003925 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990401 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: NT 10-K SEC ACT: SEC FILE NUMBER: 001-12996 FILM NUMBER: 99585257 BUSINESS ADDRESS: STREET 1: 277 MALLORY STATION RD STREET 2: STE 130 CITY: FRANKLIN STATE: TN ZIP: 37067 BUSINESS PHONE: 6157717575 MAIL ADDRESS: STREET 1: 227 MALLORY STATION ROAD STREET 2: SUITE 130 CITY: FRANKLIN STATE: TN ZIP: 37064 NT 10-K 1 ADVOCAT INC 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12B-25 Commission File Number 001-12996 NOTIFICATION OF LATE FILING (Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR For Period Ended: December 31, 1998 --------------------------------------------------------- [ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR [ ] Transition Report on Form 11-K For the Transition Period Ended: ------------------------------------------ Read attached instruction sheet before preparing form. Please print or type. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:________________________ PART I REGISTRATION INFORMATION Full name of registrant Advocat Inc. -------------------------------------------------------- Former name if applicable ------------------------------------------------------ Address of principal executive office (Street and number) 227 Mallory Station Road, Suite 130 - ------------------------------------------------------------------------------- City, state and zip code Franklin, Tennessee 37067 ------------------------------------------------------- PART II RULE 12B-25(B) AND (C) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.) (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [X] (b) The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III NARRATIVE State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.) The Company is awaiting (1) a commitment letter from a financial institution regarding the refinancing of a portion of a promissory note on a long-term basis, and (2) a waiver from its lenders regarding the violation of certain debt covenants. Because these documents have not been received, the Company is unable to finalize the classification of its debt and complete other portions of the Company=s financial statements and Form 10-K. Based upon discussions with the respective financial institutions, management expects to receive these documents within a few days and will file the Form 10-K immediately thereafter. 2 PART IV OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification. Mary Margaret Hamlett 615 771-7575 - ------------------------------------------------------------------------------- (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). [X] Yes [ ] No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [ ] No If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. Net revenues for 1998 were $205.2 million compared with $182.2 million in 1997. Net income for 1998, before $7.7 million of pre-tax non-recurring items and other charges, was $1.8 million ($0.34 per share) compared with net income of $3.0 million ($0.56 per share diluted) for 1997. After giving effect to the non-recurring items and other charges, the Company recorded a net loss of $3.1 million for the 12 months ended December 31, 1998. Advocat Inc. - ------------------------------------------------------------------------------- (Name of Registrant as Specified in Charter) Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: April 1, 1999 By: /s/ Mary Margaret Hamlett --------------- ----------------------------------------------- Mary Margaret Hamlett, Chief Financial Officer 2 -----END PRIVACY-ENHANCED MESSAGE-----