UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): August 18, 2008
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INTEGRATED HEALTHCARE HOLDINGS, INC.
(Exact Name of Registrant as Specified in its Charter)
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NEVADA 0-23511 87-0573331
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
1301 NORTH TUSTIN AVENUE
SANTA ANA, CALIFORNIA 92705
(Address of Principal Executive Offices) (Zip Code)
(714) 953-3503
(Registrant's telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
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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)
|X| 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))
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Item 2.01 Results of Operations and Financial Condition.
On August 20, 2008, the Audit Committee of Integrated Healthcare
Holdings, Inc. (the "Company") determined that it was necessary to restate the
Company's consolidated financial statements (and other financial
information) for the year ended March 31, 2008. The restatement relates to the
correction of an error, as discussed further below under Item 4.02, which
discussion is incorporated by reference herein.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On August 20, 2008, the Company's Audit Committee determined that the
Company's consolidated financial statements for the year ended March 31, 2008
should be restated due to a technical violation of covenants under the Company's
principal credit agreements arising from an overstatement of net revenues and
accounts receivable and other operating expenses and accounts payable during the
2008 fiscal year. These errors resulted from the incorrect recording of certain
contractual discounts for patient accounts receivable and revenue related to the
Company's subacute unit at its Chapman facility. The correction of these errors
resulted in noncompliance by the Company with the amended Minimum Fixed Charge
Coverage Ratio of 0.4 at March 31, 2008 under its principal outside credit
agreements. This has been reviewed with the Lender who has responded that the
variance is not material to the Lender. The Company has not received and is not
expecting a notice of default from the Lender. Accordingly, due to the technical
default the Company was required to reclassify its non current portion of debt
to current in accordance with SFAS 78, "Classification of Obligations That Are
Callable by the Creditor - An Amendment to ARB 43, Chapter 3A." The Company
restated its consolidated financial statements for the year ended March 31, 2008
and is amending its Annual Report on Form 10-K, originally filed with the SEC on
July 14, 2008, to conform to this change.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
EXHIBIT NUMBER DESCRIPTION
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99.1 Restated consolidated balance sheet as of March 31, 2008.
99.2 Restated consolidated statement of operations for the year
ended March 31, 2008.
99.3 Restated consolidated statement of stockholders' deficiency
for the year ended March 31, 2008.
99.4 Restated consolidated statement of cash flows for the year
ended March 31, 2008.
* Certain exhibits, schedules and/or annexes have been omitted. A copy of any
omitted exhibit, schedule or annex will be furnished supplementally to the
Securities and Exchange Commission upon request.
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SIGNATURES
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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 hereunto duly authorized.
Date: August 20, 2008
INTEGRATED HEALTHCARE HOLDINGS, INC.
By: /s/ Steven R. Blake
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Steven R. Blake
Chief Financial Officer
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