Current Report Filing (8-k)

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): October 30, 2015

AdCare Health Systems, Inc.

(Exact Name of Registrant as Specified in Charter)



Georgia	001-33135	31-1332119
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
	1145 Hembree Road Roswell, Georgia 30076
(Address of Principal Executive Offices)

(678) 869-5116

(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 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)

¨		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))


Item 2.01	Completion of Acquisition or Disposition of Assets

Overview

As previously disclosed, a wholly owned subsidiary of the Company (the “Highlands Sublessor”) entered into a sublease agreement on July 17, 2015, pursuant to which the Highlands Sublessor will lease one skilled nursing facility located in Arkansas to an affiliate of Aria Health Group, LLC (the “Highlands Sublessee”). Affiliates of the Company and Aria Health Group, LLC had entered into a sublease agreement, dated January 16, 2015, for the same facility but it was mutually terminated on April 30, 2015. The sublease agreement dated July 17, 2015 became effective on November 1, 2015, and the operations of the facility were transferred to the Highlands Sublessee on such date.

The facility for which the sublease agreement became effective on November 1, 2015 is as follows:


•	River Valley Health and Rehabilitation Center, a 129-bed skilled nursing facility located in Fort Smith, Arkansas.

The Highlands Sublessee is part of an affiliated group of eight additional entities for which the Company has entered into separate sublease agreements with affiliates of Aria Health Group, LLC. For a description of these arrangements, see: (i) “Notes to Consolidated Financial Statements (unaudited) - Note 7. Leases - Arkansas Leases” included in “Item 1. Financial Information” of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015; and (ii) the Company’s Current Report on Form 8-K filed with the Commission on May 6, 2015, which description is incorporated herein by reference.

The sublease agreement pertaining to the River Valley Health and Rehabilitation Center is in addition to several other sublease agreements which became effective on April 1, 2015, May 1, 2015, June 1, 2015, July 1, 2015, August 1, 2015, and September 30, 2015. See the Company’s Current Reports on Form 8-K filed on April 7, 2015, May 6, 2015, June 5, 2015, July 7, 2015, August 5, 2015, and October 6, 2015, respectively, for a description of these other sublease agreements. On a cumulative basis, the Company has entered into 23 sublease agreements (the "Cumulative Subleases") which are currently effective and under which operations of the applicable facilities have been transferred to third-party operators.

River Valley Sublease Agreement

The sublease agreement is structured as triple net lease wherein the Highlands Sublessee is responsible for the day-to-day operation, ongoing maintenance, taxes and insurance for the duration of the sublease. The initial term of the sublease agreement will expire on April 30, 2030 and may be renewed once, upon the exercise of the Highlands Sublessee’s option assuming the satisfaction of certain conditions, for an additional five year period. The annual rent under the sublease agreement in the first year will be approximately $0.5 million, and the annual rent will escalate as follows: (i) in year two to approximately $0.6 million; (ii) by 102% of the immediately preceding year’s base rent in year three; (iii) by 103% of the immediately preceding year’s base rent in years four through six; and (iv) by 103.5% of the

immediately preceding year’s base rent in years seven through fifteen. In connection with the sublease agreement, the current licensed operator of the facility, a wholly-owned subsidiary of the Highlands Sublessor, and the Highlands Sublessee also entered into an operations transfer agreement with respect to the facility, containing customary terms and conditions relating to the transfer of operations thereof.

Companions Specialized Care

As previously disclosed, on April 29, 2015, a wholly-owned subsidiary of the Company (the "Companions Seller") entered into an asset purchase agreement (the “Companions Sale Agreement”) with Gracewood Manor, LLC, an Oklahoma limited liability company (the “Companions Purchaser”), to sell Companions Specialized Care, a 102-bed skilled nursing facility located in Tulsa, Oklahoma ("Companions"). The Companions Sale Agreement was amended on May 19, 2015 and on September 30, 2015, to extend the closing date from July 1, 2015 to October 1, 2015, and from October 1, 2015 to October 31, 2015, respectively. In connection with entering into the Companions Sale Agreement, the Companions Seller and Companions Purchaser entered into an operations transfer agreement to transfer the operations of Companions concurrent with the closing of the asset purchase agreement.

On October 30, 2015, the Company completed the sale of Companions for $3.5 million less customary closing and certain real property apportionments. Proceeds from the sale were used to repay certain mortgage indebtedness and for working capital purposes. Concurrent with the closing of the sale, the operations of Companions were transferred to the Companions Purchaser.


Item 9.01	Financial Statements and Exhibits


(b)	Pro Forma Financial Information. Unaudited pro forma condensed consolidated financial statements of the Company to give effect to the Cumulative Subleases and sale of Companions filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


•	Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2015


•	Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six months ended June 30, 2015


•	Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2014

(d) Exhibits


99.1	Unaudited Pro Forma Condensed Consolidated Financial Statements of AdCare Health Systems, Inc. as of June 30, 2015, for the six months ended June 30, 2015, and for the year ended December 31, 2014.


99.2	Sublease Agreement, dated July 17, 2015, by and among Valley River Property Holdings, LLC, Valley River Nursing, LLC and Highlands of Fort Smith, LLC (incorporated by reference to

Exhibit 10.109 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).


99.3	First Amendment to Sublease Agreement, dated October 6, 2015, by and among Valley River Property Holdings, LLC, Valley River Nursing, LLC and Highlands of Fort Smith, LLC.


99.4	Asset Purchase Agreement, dated March 17, 2015, by and between CSCC Property Holdings, LLC, and Gracewood Manor, LLC (incorporated by reference to Exhibit 10.401 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014).


99.5	First Amendment to Asset Purchase Agreement, dated May 19, 2015, by and between CSCC Property Holdings, LLC, and Gracewood Manor, LLC (incorporated by reference to Exhibit 2.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015).


99.6	Second Amendment to Asset Purchase Agreement, dated September 30, 2015, by and between CSCC Property Holdings, LLC, and Gracewood Manor, LLC.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Date: November 3, 2015	ADCARE HEALTH SYSTEMS, INC.


		/s/ Allan J. Rimland
		Allan J. Rimland
		President and Chief Financial Officer

EXHIBIT INDEX



Exhibit No.	Exhibit Description	Method of Filing

99.1	Unaudited Pro Forma Condensed Consolidated Financial Statements of AdCare Health Systems, Inc. as of June 30, 2015, for the six months ended June 30, 2015, and for the year ended December 31, 2014	Filed herewith

99.2	Sublease Agreement, dated July 17, 2015, by and among Valley River Property Holdings, LLC, Valley River Nursing, LLC and Highlands of Fort Smith, LLC	Incorporated by reference to Exhibit 10.109 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015

99.3	First Amendment to Sublease Agreement, dated October 6, 2015, by and among Valley River Property Holdings, LLC, Valley River Nursing, LLC and Highlands of Fort Smith, LLC	Filed herewith

99.4	Asset Purchase Agreement, dated March 17, 2015, by and between CSCC Property Holdings, LLC, and Gracewood Manor, LLC	Incorporated by reference to Exhibit 10.401 of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014

99.5	First Amendment to Asset Purchase Agreement, dated May 19, 2015, by and between CSCC Property Holdings, LLC, and Gracewood Manor, LLC	Incorporated by reference to Exhibit 2.2 of the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015

99.6	Second Amendment to Asset Purchase Agreement, dated September 30, 2015, by and between CSCC Property Holdings, LLC, and Gracewood Manor, LLC.	Filed herewith

Exhibit 99.1

ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Introduction and Basis of Presentation

The facility for which the sublease agreement became effective on November 1, 2015 is as follows:


•	River Valley Health and Rehabilitation Center, a 129-bed skilled nursing facility located in Fort Smith, Arkansas.

River Valley Sublease Agreement

five year period. The annual rent under the sublease agreement in the first year will be approximately $0.5 million, and the annual rent will escalate as follows: (i) in year two to approximately $0.6 million; (ii) by 102% of the immediately preceding year’s base rent in year three; (iii) by 103% of the immediately preceding year’s base rent in years four through six; and (iv) by 103.5% of the immediately preceding year’s base rent in years seven through fifteen. In connection with the sublease agreement, the current licensed operator of the facility, a wholly-owned subsidiary of the Highlands Sublessor, and the Highlands Sublessee also entered into an operations transfer agreement with respect to the facility, containing customary terms and conditions relating to the transfer of operations thereof.

Companions Specialized Care

On October 30, 2015, the Company completed the sale of Companions for $3.5 million less customary closing and certain real property apportionments. Proceeds were used to repay certain mortgage indebtedness and for working capital purposes. Concurrent with the closing of the sale, the operations of Companions were transferred to the Companions Purchaser.

Pro Forma Financials

The unaudited pro forma balance sheet as of June 30, 2015 is based on the historical balance sheet of the Company as of June 30, 2015 after giving effect to the commencement of the Cumulative Subleases and sale of Companions as of such date. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2015 and for the year ended December 31, 2014 are based on the historical statement of operations of the Company for the six months ending June 30, 2015 and for the year ending December 31, 2014, respectively, giving effect to the commencement of the Cumulative Subleases and sale of Companions as of January 1, 2014.

The unaudited pro forma condensed consolidated financial statements presented are based on the assumptions and adjustments set forth in the notes thereto. The unaudited pro forma adjustments made in the compilation of the unaudited pro forma consolidated financial statements were directly attributable to the commencement of the Cumulative Subleases and sale of Companions, based upon available information and assumptions, which we consider to be reasonable, and made solely for purposes of developing such unaudited pro forma

financial information in compliance with the disclosure requirements of the SEC. The unaudited pro forma consolidated financial information is presented for informational purposes only and should not be considered indicative of actual results that would have been achieved had the Cumulative Subleases and sale of Companions commenced on the dates indicated.

The unaudited pro forma condensed consolidated financial information should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company's 2014 Annual Report on Form 10-K, filed on March 31, 2015, the Company's Current Report on Form 8-K, filed on April 7, 2015, the Company's Current Report on Form 8-K, filed on May 6, 2015, the Company's Current Report on Form 8-K, filed on June 5, 2015, the Company's Current Report on Form 8-K, filed on July 7, 2015, the Company's Current Report on Form 8-K, filed on August 5, 2015, the Company's 2nd Quarter 2015 Periodic Report on Form 10-Q, filed on August 13, 2015, and the Company's Current Report on Form 8-K, filed on October 6, 2015.

ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

JUNE 30, 2015

(Amounts in thousands)



			Unaudited							Pro Forma
			June 30, 2015			Adjustments				June 30, 2015
		ASSETS
Current Assets:
	Cash and cash equivalents		$	15,340		$	482		(1) (2) (3) (4) (6)	$	15,822
	Restricted cash and investments		8,354			—				8,354
	Accounts receivable, net		16,654			—				16,654
	Prepaid expenses and other		3,327			56			(2)	3,383
	Deferred tax asset		569			—				569
	Assets of disposal group held for sale		10,242			(5,430		)	(6)	4,812
	Assets of variable interest entity held for sale		5,894			—				5,894
		Total current assets	60,380			(4,892		)		55,488

Restricted cash and investments			6,009			—				6,009
Property and equipment, net			128,693			—				128,693
Intangible assets, net			6,225			—				6,225
Goodwill			4,224			—				4,224
Lease Deposits			1,816			—				1,816
Deferred loan costs, net			3,491			—				3,491
Other assets			2,286			347			(2)	2,633
		Total assets	$	213,124		$	(4,545	)		$	208,579

		LIABILITIES AND EQUITY
Current Liabilities:
	Current portion of notes payable and other debt		$	12,283		$	—			$	12,283
	Accounts payable and accrued expenses		24,498			(416		)	(3)	24,082
	Liabilities of disposal group held for sale		9,398			(5,000		)	(6)	4,398
	Liabilities of variable interest entity held for sale		5,870			—				5,870
		Total current liabilities	52,049			(5,416		)		46,633

Notes payable and other debt			118,739			—				118,739
Other liabilities and security deposits			2,947			465			(4)	3,412
Deferred tax liability			605			—				605
		Total liabilities	174,340			(4,951		)		169,389

Preferred stock			47,950			—				47,950
Stockholders' equity:
	Common stock and additional paid-in-capital		62,036			—				62,036
	Accumulated deficit		(68,262		)	406			(5) (6)	(67,856		)
		Total stockholders' equity	(6,226		)	406				(5,820		)
Noncontrolling interest in subsidiary			(2,940		)	—				(2,940		)
		Total equity	(9,166		)	406				(8,760		)
		Total liabilities and equity	$	213,124		$	(4,545	)		$	208,579

Notes:

(1) Lease inducement cash disbursements made to lessees

(2) Principal on lease inducements

(3) Cash paid for vacation accrual reduction due to transfer of employees to lessees

(4) Security deposits from tenants

(5) Interest on lease inducements

(6) Sale of Companions

ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2015

(Amounts in thousands, except per share data)



			Unaudited							Pro Forma
			Six Months Ended							Six Months Ended
			June 30, 2015			Adjustments				June 30, 2015

Revenues:
Patient care revenues			$	38,088		$	(22,231	)	(1)	$	15,857
Management revenues			474			—				474
Rental revenues			5,545			7,042			(2)	12,587
	Total revenues		44,107			(15,189		)		28,918

Expenses:
Cost of services			33,822			(18,446		)	(1)	15,376
General and administrative expenses			5,683			(1,903		)	(3)	3,780
Facility rent expense			3,021			—				3,021
Depreciation and amortization			3,473			—				3,473
Salary retirement and continuation costs			(47		)	—				(47		)
	Total expenses		45,952			(20,349		)		25,603
Income (Loss) from Operations			(1,845		)	5,160				3,315

Other Income (Expense):
Interest expense, net			(4,769		)	137			(4) (5)	(4,632		)
Loss on extinguishment of debt			(680		)	—				(680		)
Other expense			(480		)	—				(480		)
	Total other expense, net		(5,929		)	137				(5,792		)

Loss from Continuing Operations Before Income Taxes			(7,774		)	5,297				(2,477		)
Income tax expense			(20		)	—				(20		)
Loss from Continuing Operations			$	(7,794	)	$	5,297			$	(2,497	)

Net Loss per Share attributable to AdCare
	Health Systems, Inc. Common Stockholders-Basic:
		Continuing Operations	$	(0.40	)					$	(0.13	)

Net Loss per Share attributable to AdCare
	Health Systems, Inc. Common Stockholders-Diluted:
		Continuing Operations	$	(0.40	)					$	(0.13	)

Weighted Average Shares Outstanding:
		Basic	19,499							19,499
		Diluted	19,499							19,499

Notes:

(1) Eliminate results of operations for the Cumulative Subleases

(2) Straight line rental revenue resulting from the Cumulative Subleases


(3)	Eliminate management's estimated general and administrative expense related to the Cumulative Subleases

(4) Imputed interest payments on special rent

(5) Eliminate interest expense on line of credit

ADCARE HEALTH SYSTEMS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2014

(Amounts in thousands, except per share data)



			Audited							Pro Forma
			For the Year Ended							For the Year Ended
			December 31, 2014			Adjustments				December 31, 2014

Revenues:
Patient care revenues			$	189,989		$	(153,412	)	(1)	$	36,577
Management revenues			1,493			—				1,493
Rental revenues			1,832			19,610			(2)	21,442
	Total revenues		193,314			(133,802		)		59,512

Expenses:
Cost of services			159,434			(127,697		)	(1)	31,737
General and administrative expenses			15,541			(5,349		)	(3)	10,192
Facility rent expense			7,080			—				7,080
Depreciation and amortization			7,300			—				7,300
Salary retirement and continuation costs			2,636			—				2,636
	Total expenses		191,991			(133,046		)		58,945
Income (Loss) from Operations			1,323			(756		)		567

Other Income (Expense):
Interest expense, net			(10,780		)	428			(4) (5)	(10,352		)
Acquisition costs, net of gains			(8		)	—				(8		)
Loss on extinguishment of debt			(1,803		)	—				(1,803		)
Loss on legal settlement			(600		)	—				(600		)
Loss on disposal of assets			(7		)	—				(7		)
Other expense			(888		)	—				(888		)
	Total other expense, net		(14,086		)	428				(13,658		)

Loss from Continuing Operations Before Income Taxes			(12,763		)	(328		)		(13,091		)
Income tax expense			(132		)	—				(132		)
Loss from Continuing Operations			$	(12,895	)	$	(328	)		$	(13,223	)

Net Loss per Share attributable to AdCare
	Health Systems, Inc. Common Stockholders-Basic:
		Continuing Operations	$	(0.72	)					$	(0.74	)

Net Loss per Share attributable to AdCare
	Health Systems, Inc. Common Stockholders-Diluted:
		Continuing Operations	$	(0.72	)					$	(0.74	)

Weighted Average Shares Outstanding:
		Basic	17,930							17,930
		Diluted	17,930							17,930

Notes:

(1) Eliminate results of operations for the Cumulative Subleases

(2) Straight line rental revenue resulting from the Cumulative Subleases


(3)	Eliminate management's estimated general and administrative expense related to the Cumulative Subleases

(4) Imputed interest payments on special rent

(5) Eliminate interest expense on line of credit

Exhibit 99.3

FIRST AMENDMENT TO SUBLEASE AGREEMENT

THIS FIRST AMENDMENT TO SUBLEASE AGREEMENT (this “First Amendment”) is made as of the 6^th day of October, 2015 by and among VALLEY RIVER PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Prime Landlord”), VALLEY RIVER NURSING, LLC, a Georgia limited liability company (“Landlord”) and HIGHLANDS OF FORT SMITH, LLC, a Delaware limited liability company (“Tenant”).

RECITALS

A. Prime Landlord, Landlord and Tenant entered into that Sublease Agreement dated as of July 17, 2015 (the “Lease”). Landlord leases the Premises from Prime Landlord pursuant to the Prime Lease.

B. Prime Landlord, Landlord and Tenant have agreed to amend the Lease on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements set forth herein, the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, Prime Landlord, Landlord and Tenant, intending to be legally bound, hereby agree as follows:

1.Recitals Incorporated: Certain Defined Terms. The recitals set forth above are incorporated into this First Amendment and shall be deemed to be terms and provisions hereof, the same as if fully set forth in this Section 1. Capitalized terms that are not otherwise defined in this First Amendment shall have the same meanings ascribed to such terms in the Lease.

2. Approval. This Amendment is subject to the approval of the lender holding a first priority mortgage on the Facility.

3. Amendments.


a.	Section 1 of the Lease is hereby deleted in its entirety and the following is inserted in lieu thereof:

1.Term. The “Term” of this Lease shall commence on November 1, 2015 (the “Commencement Date”) and shall continue until April 30, 2030. For purposes hereof, the “Lease Year One” shall mean the period beginning on the Commencement Date and ending on October 31, 2016 and “Lease Year Two” shall mean the period beginning on November 1, 2016 and ending on April 30, 2017. Thereafter, a “Lease Year” shall mean the twelve (12) month period commencing on May 1, 2016 and each anniversary thereof during each year of the Term. For purposes hereof, “Termination Date” shall mean the last day of the Term or the earlier date on which this Lease may be terminated as provided herein.

HNZW//3583-1

(River Valley)


b.	Section 2.1(b) of the Lease is hereby amended by changing the date “September 1, 2015” to “November 1, 2015”.


c.	Section 2.2(b) of the Lease is hereby amended by changing the date “September 1, 2015” to “November 1, 2015”.


d.	Section 2.3 of the Lease is hereby amended by changing the date “August 31, 2015” to “October 31, 2015” in both places in which such date appears.


e.	Section 3.1 is hereby deleted in its entirety and the following is inserted in lieu thereof:


(a)	Lease Year One. During the Lease Year One, Base Rent shall be equal to Forty Thousand and 00/100 Dollars ($40,000.00) per month.


(b)	Lease Year Two. During Lease Year Two, Base Rent shall be equal to Fifty Thousand and 00/100 Dollars ($50,000.00) per month.


(c)	Lease Year Three. During Lease Year Three, Base Rent shall be equal to one-hundred two percent (102%) of the Base Rent paid for the immediately preceding Lease Year.


(d)	Lease Years 4 through 6. During Lease Years 4, 5 and 6, Base Rent shall be equal to one-hundred three percent (103%) of the Base Rent paid for the immediately preceding Lease Year.


(e)	Lease Years 7 through 15. During Lease Years 7 through 15, Base Rent shall be equal to one-hundred three and one-half percent (103.5%) of the Base Rent paid for the immediately preceding Lease Year.


f.	Section 3.2 of the Lease is hereby deleted in its entirety.


g.	Section 3.6 of the Lease is hereby deleted in its entirety.


h.	Section 4 of the Lease is amended by deleting the first sentence thereof in its entirety and by substituting the following in lieu thereof:

Tenant shall deposit with the Landlord and maintain during the Term the sum of Fifty Thousand and 00/100 Dollars ($50,000.00) as a security deposit (the “Security Deposit”) which Landlord shall hold as security for the full and faithful performance by Tenant of every material term, provision, obligation and covenant under this Lease and any Related Lease subject to the terms and conditions of this Lease.


i.	Section 7 of the Lease is hereby amended by deleting the last paragraph thereof in its entirety.

HNZW//3583-1

(River Valley)


j.	Section 13(i) of the Lease is hereby deleted in its entirety and the following is inserted in lieu thereof:

(i) The failure of Highlands Arkansas Holdings, LLC to make any payment of principal or interest when due under that certain Second Replacement Promissory Note dated as of August 21, 2015 given in favor of AdCare Health Systems, Inc.


k.	The Lease is further amended by adding new Section 32 at the end thereof as follows:

32. Structural and Other Drainage-Related Issues. In addition to any other agreements of Prime Landlord or Landlord contained in this lease or the Transfer Agreement, Prime Landlord and Landlord agree to repair at their expense the structural and other drainage-related issues existing at the Facility prior to the Commencement Date (as identified in Tenant's due diligence) if such items: (i) pose a safety threat to any resident or employee of the Facility (in Tenant's reasonable judgment); (ii) are determined by any regulatory or certification body to be a life safety threat; (iii) impair daily operation of the Facility (in Tenant's reasonable judgment); or (iv) cause an increase in Tenant's insurance costs as a result of such issues. The scope and manner of repair must be approved by Prime Landlord and Tenant in writing prior to commencement of said repairs. All such required repairs shall be performed within a reasonable time frame by a contractor selected by Prime Landlord.

l. Schedule 1 to the Lease is hereby deleted in its entirety and Schedule 1 attached to the First Amendment is substituted in lieu thereof.

3. No Other Changes. Except as amended by the terms of this First Amendment, the Lease shall remain in full force and effect and the parties hereto hereby affirm the same.

4.No Waiver. Neither the entering into of this First Amendment nor any provision set forth herein shall be construed to be a waiver of any condition to performance under or breach of the terms of the Lease.

5.Counterparts. This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. To facilitate execution and delivery of this Agreement, the parties may exchange counterparts of the executed signature pages by facsimile or other electronic transmission.

6.Entire Agreement. This First Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements.

HNZW//3583-1

(River Valley)

7.Authority. The parties signing below on behalf of Prime Landlord, Landlord and Tenant represent and warrant that they have the authority and power to bind their respective party.

[Signatures on Following Page]

HNZW//3583-1

(River Valley)

IN WITNESS WHEREOF, the parties have duly caused this First Amendment to Sublease Agreement to be executed as of the day and year first written above.



	PRIME LANDLORD:

	VALLEY RIVER PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	By:	/s/ William McBride
	Name:	William McBride
	Title:	Manager

	LANDLORD:

	VALLEY RIVER NURSING, LLC,
	a Georgia limited liability company

	By:	/s/ William McBride
	Name:	William McBride
	Title:	Manager

	TENANT:

	HIGHLANDS OF FORT SMITH, LLC,
	a Delaware limited liability company

	By:	/s/ R. Denny Barnett
	Name:	R. Denny Barnett
	Title:	Chief Manager

HNZW//3583-1

(River Valley)

SCHEDULE 1

RELATED FACILITIES



Facility Name	Prime Landlord Affiliates	Landlord Affiliates	Tenant Affiliates	Address	Bed Number Facility Type
Homestead Manor Nursing Home	Homestead Property Holdings, LLC	Homestead Nursing, LLC	Highlands of Stamps, LLC	826 North Street Stamps, AR 71860-4522	104 bed SNF
Heritage Park Nursing Center	Park Heritage Property Holdings, LLC	Park Heritage Nursing, LLC	Highlands of Rogers Dixieland, LLC	1513 S. Dixieland Road Rogers 72758-4935	110 bed SNF
Stone County Nursing and Rehabilitation Center	Mt. V Property Holdings, LLC	Mountain View Nursing, LLC	Highlands of Mountain View SNF, LLC	706 Oak Grove Street Mountain View, AR 72560-8601	97 bed SNF
Stone County Residential Care Facility	Mountain Top Property Holdings, LLC	Mountain Top ALF, LLC	Highlands of Mountain View RCF, LLC	414 Massey Avenue Mountain View, AR 72560-6132	32 bed ALF
West Markham Sub Acute and Rehabilitation Center	Little Rock HC&R Property Holdings, LLC	Little Rock HC&R Nursing, LLC	Highlands of Little Rock West Markham, LLC	5720 West Markham Street Little Rock, AR 72205-3328	154 bed SNF
Woodland Hills Healthcare and Rehabilitation	Woodland Hills HC Property Holdings, LLC	Woodland Hills HC Nursing, LLC	Highlands of Little Rock Riley, LLC	8701 Riley Dr. Little Rock, AR 72205-6509	140 bed SNF
Northridge Healthcare and Rehabilitation	Northridge HC&R Property Holdings, LLC	Northridge HC&R Nursing, LLC	Highlands of Little Rock John Ashley, LLC	2501 John Ashley Dr. North Little Rock, AR 72114-1815	140 bed SNF
Cumberland Health and Rehabilitation Center	APH&R Property Holdings, LLC	APH&R Nursing, LLC	Highlands of Little Rock South Cumberland, LLC	1516 South Cumberland Street Little Rock, AR 72202-5065	120 bed SNF
River Valley Health and Rehabilitation Center	Mt. V Property Holdings, LLC	Valley River Nursing, LLC	Highlands of Fort Smith, LLC	5301 Wheeler Avenue, Fort Smith, AR 72901-8339	129 bed SNF

HNZW//3583-1

(River Valley)

Exhibit 99.6

SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT

THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of the 30^th day of September, 2015 (the “Effective Date”) by and between CSCC PROPERTY HOLDINGS, LLC, a Georgia limited liability company (“Seller”) and GRACEWOOD MANOR, LLC, an Oklahoma limited liability company (“Purchaser”).

RECITALS

Purchaser and Seller are parties to that certain Asset Purchase Agreement dated as of April 29, 2015 and First Amendment to Asset Purchase Agreement dated as of May 19, 2015 (collectively called the “Purchase Agreement”); and

Purchaser and Seller desire to amend the Purchase Agreement on the terms hereinafter set forth.

In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration paid by Purchaser to Seller, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

1.Capitalized Terms. Capitalized but undefined terms used in this Amendment shall have the meanings set forth in the Purchase Agreement.

2. Closing. Section 4 of the Purchase Agreement is hereby amended to change the date in the sixth line thereof from “October 1, 2015” to “October 31, 2015”.

3. Earnest Money. Section 5(b) of the Purchase Agreement is hereby amended to change the amount of the Earnest Money deposit from “One Hundred Thousand and 00/100 Dollars ($100,000.00)” to “Two Hundred Thousand and 00/100 Dollars ($200,000.00)”.

4. Conditions to Purchaser’s Obligation. The Purchase Agreement is hereby further amended by deleting Section 16q. thereof in its entirety.

5. Ratification. Except to the extent amended hereby, Purchaser and Seller ratify and confirm that all other terms and conditions of the Purchase Agreement remain in full force and effect.

6. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall be taken to be one and the same Amendment, for the same effect as if all parties hereto had signed the same signature page, and a facsimile copy of an executed counterpart shall constitute the same as delivery of the original of such executed counterpart. Any signature page of this Amendment (whether original or facsimile) may be detached from any counterpart of this Amendment (whether original or facsimile) without impairing the legal effect of any signatures thereof and may be attached to another counterpart of this Amendment (whether original or facsimile) identical in form hereto but having attached to it one or more additional signature pages (whether original or facsimile).

HNZW//3583-97

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the day and year first above written.



	SELLER:

	CSCC PROPERTY HOLDINGS, LLC,
	a Georgia limited liability company

	By:	/s/ William McBride, III
	Name:	William McBride, III
	Title:	Manager


	PURCHASER:

	GRACEWOOD MANOR, LLC,
	an Oklahoma limited liability company

	By:	/s/ Bradford Montgomery
	Name:	Bradford Montgomery
	Title:	Manager