UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): June 20, 2018
New Senior Investment Group Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware (State or other jurisdiction of incorporation) | 001-36499 (Commission File Number) | 80-0912734 (I.R.S. Employer Identification Number) |
1345 Avenue of the Americas, 45th Floor New York, New York (Address of principal executive offices) | 10105 (Zip code) | |||
212-479-3140
(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 Form8-K 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 |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
As a result of the adoption of a new accounting standard (Accounting Standards Update2016-18, Statement of Cash Flows: Restricted Cash), New Senior is filing this Current Report on Form8-K to retrospectively reclassify certain previously reported financial information in its Annual Report on Form10-K for the fiscal year ended December 31, 2017, originally filed on February 28, 2018 (the “201710-K”).
The new accounting standard requires that the statement of cash flows include a reconciliation and explain the change during the period in total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents.
Exhibit 99.1 to this Current Report is incorporated by reference herein and includes updates to the following Items of the 201710-K only to the extent necessary to reflect the retrospective reclassification of such information in accordance with the new accounting standard:
| • | Updated Part II, Item 6. Selected Financial Data |
| • | Updated Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and |
| • | Updated Part II, Item 8. Financial Statements and Supplementary Data. |
All other information in New Senior’s 2017 Form10-K has not been updated for events or developments that occurred subsequent to its filing with the U.S. Securities and Exchange Commission on February 28, 2018. For developments since the filing of the 2017 Form10-K, please refer to New Senior’s Quarterly Report on Form10-Q for the three months ended March 31, 2018, filed on May 10, 2018 and New Senior’s other Current Reports on Form8-K filed since February 28, 2018.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |
| 23.1 | Consent of Ernst & Young LLP, independent registered public accounting firm. | |
| 99.1 | Revised Financial Information and Disclosures from New Senior Investment Group Inc.’s Annual Report on Form10-K for the Year Ended December 31, 2017 | |
| 101.INS* | XBRL Instance Document. | |
| 101.SCH* | XBRL Taxonomy Extension Schema Document. | |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document. | |
*XBRL (Extensible Business Reporting Language) information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
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SIGNATURE
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 thereunto duly authorized.
| NEW SENIOR INVESTMENT GROUP INC. | ||||||
| Date: June 20, 2018 | By: | /s/ Bhairav Patel | ||||
| Bhairav Patel | ||||||
| Interim Chief Financial Officer, | ||||||
| Chief Accounting Officer and Treasurer | ||||||
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