SEC Comment Letter for REGIONAL HEALTH PROPERTIES, INC (RHEP, RHEPA, RHEPB, RHEPZ) (CIK 0001004724) (RHEP) — Dec 19, 2012
REGIONAL HEALTH PROPERTIES, INC (RHEP, RHEPA, RHEPB, RHEPZ) (CIK 0001004724)
Date: Dec. 19, 2012 · CIK: 0001004724 · Accession: 0000000000-12-068335
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-33135
Referenced dates: November 30, 2012
Letter
December 19, 2012 Via E -mail Boyd P. Gentry President and Chief Executive Officer AdCare Health Systems, Inc. 5057 Troy Rd, Springfield, OH 45502 -9032
Re: AdCare Health Systems, Inc. Form 10-K for the fiscal year ended December 31, 2011 Filed March 19, 2012 Form 10 -Q for the quarterly period ended September 30, 2012 Filed November 13, 2012 Response dated December 5, 2012 File No. 001-33135
Dear Mr. Gentry :
We have reviewed your response letter an d have the following comments. Please provide us with the requested information so we may better understand your disclosure.
Please respond to this letter within ten business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances please tell us why in your response.
After reviewing the information you provide in response to these comments, we ma y have additional comments.
Form 10 -K for the fiscal year ended December 31, 2011
Note 19 - Variable Interest Entities, page 88
1. We note from your response to comment two of our letter dated November 30, 2012 that Mr. Brogdon and his wife indirectly own only 46% of each Oklahoma Facility Owner. Identify for us who owns the remaining 54% of each Oklahoma Facility Owner. Describe for us your consideration of ASC 810 -25-38C and whether those unrelated 54% owners have kick -out rights and/or participating rights that might affect your ability to direct the most significant activities of these VIEs.
Boyd P. Gentry AdCare Health Systems, Inc. December 19, 2012 Page 2
Form 10 -Q for the quarterly period ended September 30, 2012
Note 8 - Notes payable, page 11
2. It is unclear to us from your response to comment four of our letter dated Novemb er 30, 2012 whether your lender ’s expressed intent is in fact an agreement with you that is not cancelable by your lender. Therefore it is unclear to us whether you have in f act an agreement with your lender that meets the criteria of ASC 470 -10-45-14. Please advise and clarify.
Please file all correspondence over EDGAR. You may contact Joseph M. Kempf, Senior Staff Accountant , at 202-551-3352 , or Carlos Pacho, Senior Assi stant Chief Accountant, at 202 - 551-3835 , if you have questions regarding comments on the financial statements and related matters. Please contact Ajay Koduri, Staff Attorney , at 202 -551-3310 or Celeste M. Murphy, Legal Branch Chief, at 202 -551-3257 w ith any other questions.
Sincerely,
/s/ Carlos Pacho for
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December 19, 2012 Via E -mail Boyd P. Gentry President and Chief Executive Officer AdCare Health Systems, Inc. 5057 Troy Rd, Springfield, OH 45502 -9032 Re: AdCare Health Systems, Inc. Form 10-K for the fiscal year ended December 31, 2011 Filed March 19, 2012 Form 10 -Q for the quarterly period ended September 30, 2012 Filed November 13, 2012 Response dated December 5, 2012 File No. 001-33135 Dear Mr. Gentry : We have reviewed your response letter an d have the following comments. Please provide us with the requested information so we may better understand your disclosure. Please respond to this letter within ten business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances please tell us why in your response. After reviewing the information you provide in response to these comments, we ma y have additional comments. Form 10 -K for the fiscal year ended December 31, 2011 Note 19 - Variable Interest Entities, page 88 1. We note from your response to comment two of our letter dated November 30, 2012 that Mr. Brogdon and his wife indirectly own only 46% of each Oklahoma Facility Owner. Identify for us who owns the remaining 54% of each Oklahoma Facility Owner. Describe for us your consideration of ASC 810 -25-38C and whether those unrelated 54% owners have kick -out rights and/or participating rights that might affect your ability to direct the most significant activities of these VIEs. Boyd P. Gentry AdCare Health Systems, Inc. December 19, 2012 Page 2 Form 10 -Q for the quarterly period ended September 30, 2012 Note 8 - Notes payable, page 11 2. It is unclear to us from your response to comment four of our letter dated Novemb er 30, 2012 whether your lender ’s expressed intent is in fact an agreement with you that is not cancelable by your lender. Therefore it is unclear to us whether you have in f act an agreement with your lender that meets the criteria of ASC 470 -10-45-14. Please advise and clarify. Please file all correspondence over EDGAR. You may contact Joseph M. Kempf, Senior Staff Accountant , at 202-551-3352 , or Carlos Pacho, Senior Assi stant Chief Accountant, at 202 - 551-3835 , if you have questions regarding comments on the financial statements and related matters. Please contact Ajay Koduri, Staff Attorney , at 202 -551-3310 or Celeste M. Murphy, Legal Branch Chief, at 202 -551-3257 w ith any other questions. Sincerely, /s/ Carlos Pacho for Larry Spirgel Assistant Director cc: Via E -mail Lori Gelchion, Esq. Rogers & Hardin LLP