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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 001-12996
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NOTIFICATION OF LATE FILING
(Check One) [ ]Form 10-K [ ]Form 11-K [ ]Form 20-F [X]Form 10-Q [ ]Form N-SAR
For Period Ended: September 30, 1999
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[ ] 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:
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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:
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PART I
REGISTRATION INFORMATION
Full name of registrant
Advocat Inc.
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Former name if applicable
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Address of principal executive office (Street and number)
227 Mallory Station Road, Suite 130
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City, state and zip code
Franklin, Tennessee 37067
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PART II
RULES 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, Form 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 has delayed the filing of its third quarter Form 10-Q
pending a review of certain charges the Company expects to record for the nine
months ended September 30, 1999. The Company is evaluating the need to restate
its financial results for the first and second quarters of 1999 based on its
conclusions with regards to the anticipated charges. The 1999 charges are
primarily due to increases in the provision for doubtful accounts following an
intensive examination of the Company's accounts receivable and third party
payor settlements, expenses related to self-insurance for workers' compensation
claims and the self-insured portion of liability claims and other miscellaneous
expenses.
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PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Richard B. Vacek, Jr. 615 771-7575
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(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.
The Company expects to report a pretax loss approximating $11 million
to $12 million for the nine months ended September 30, 1999 compared to pretax
income of $1.3 million for the nine months ended September 30, 1998.
In addition, the Company has reported that it is currently not in
compliance with various financial covenants contained in its loan agreements
with its primary bank and other lenders. Cross-default and other provisions
contained in other loan agreements will under certain circumstances permit the
holders of substantially all of the Company's debt to immediately demand
repayment. The Company has total bank and other debt of $61.8 million as of
September 30, 1999. Management is currently in various stages of negotiations
with the Company's bank and other lenders for the restructuring of
approximately $27 million in debt that is due December 1, 1999. No assurance
can be given that the Company will successfully negotiate a restructuring,
including appropriate waivers, of its indebtedness. If any of the Company's
lenders forced immediate repayment, the Company would not be able to repay the
amounts outstanding.
Advocat Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 16, 1999 By: /s/ Richard B. Vacek, Jr.
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Richard B. Vacek, Jr., Chief Financial
Officer
