September 07, 2011 08:32 ET

AdCare Health Systems Declares 5% Stock Dividend

SPRINGFIELD, OH--(Marketwire - Sep 7, 2011) - AdCare Health Systems, Inc. (NYSE Amex: ADK), a leading provider of skilled nursing and assisted living for seniors, has declared a 5% stock dividend, payable October 14, 2011 to shareholders of record at the close of business on September 30, 2011.

The company's transfer agent, Continental Stock Transfer & Trust Company, will issue the dividend shares in book-entry form through the Direct Registration System, and all fractional shares otherwise issuable as a result of the stock dividend will be rounded up to a whole share. If a shareholder would prefer to receive a certificate for their dividend shares instead of holding the shares in book-entry form, they may request a certificate from Continental at any time.

The book-entry posting by Continental allows shareholders to own and transfer only their dividend shares without stock certificates. However, shareholders are advised to not destroy any certificates representing shares of AdCare common stock that they currently hold, as these remain valid for the number of shares shown.

If shareholders have any questions about this process, please feel free to contact the Stock Transfer Department of Continental at 1-212-845-3238, or call AdCare's investor relations agency, Liolios Group, at 1-949-574-3860.

Over the course of the last two years, AdCare has endeavored to build upon its reputation for operational efficiency and high-quality living environments by pursuing an aggressive acquisition strategy. Combining AdCare's current annualized run-rate with acquisition transactions currently expected to close, the company's estimated annualized revenue run-rate is expected to exceed $285 million. This would represent an increase of more than 436% over the company's revenues in 2010, and an increase of more than 969% over revenues in 2009 when it initiated its current M&A campaign. AdCare is currently evaluating a number of attractive acquisition opportunities in the Midwest and Southern region.


What is Direct Registration?
The Direct Registration System (DRS) allows your shares to be issued or transferred electronically without requiring the issuance of a physical stock certificate. DRS shares are held in your name and tracked electronically (in book-entry form) on AdCare's records, which are maintained by AdCare's transfer agent, Continental Stock Transfer & Trust Company. Stockholders are not charged any fees to hold their shares in DRS form.

How will I know how many DRS shares I own?
You will receive a Direct Registration Transaction Advice anytime there is activity in your DRS account. This advice, rather than physical certificates, evidences your ownership of your DRS shares. You may at anytime request that a physical certificate be issued for a portion or all of your AdCare DRS shares.

Can shares that are in certificate form be converted to DRS shares?
Generally, yes. Certificated shares may be converted to DRS shares at anytime by delivering your certificate(s) to Continental. The shares in certificate form will be added to your direct registration account balance and you will receive an account advice when the transaction is completed.

How do I transfer my DRS shares?
The requirements for transferring DRS shares are the same as shares in certificate form except that there is no certificate to surrender. In order to transfer shares you will need to complete a Stock Power Form. Visit Continental's Website at to download the form or call Continental at 212-845-3238 to request one. Remember, prior to submitting a transfer request, you must obtain a Medallion Guarantee for any transfer request of shares. A Medallion Guarantee ensures that the individual signing the request for transfer is the owner or authorized representative. It can be obtained from a participating financial institution, including banks and brokerage firms.

How do I deliver my DRS shares to my broker?
DRS allows you to authorize your broker to send an electronic instruction to Continental to debit DRS shares from your account with Continental and deliver them electronically to your account with your broker. Continental will honor such requests from any broker participating in DRS. While a broker should have your authorization to debit such shares from your Transfer Agent Account, Continental will have no way of verifying if you actually authorized the transaction since the instruction is coming directly from the broker. If you prefer, you may also request Continental to issue a certificate for your DRS shares, which you may deliver to your broker.

Contacting AdCare's Transfer Agent
Continental Stock Transfer & Trust Company is the Transfer Agent and Registrar for AdCare. You may contact Continental using the following methods:

By phone: 1-212-845-3238.

By email:

In writing: Continental Stock Transfer & Trust Company
Attn: Stock Transfer Dept.
17 Battery Place, 8th floor
New York, NY 10004

About AdCare Health Systems
AdCare Health Systems, Inc. (NYSE Amex: ADK) is a recognized innovator in senior living and health care facility management. AdCare develops, owns and manages assisted living facilities, nursing homes and retirement communities, as well as provides home health care services. Since its inception in 1988, AdCare's mission has been to provide the highest quality of healthcare services to the elderly. For more information about AdCare, visit

Important Cautions Regarding Forward-Looking Statements
Statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of federal law. Such statements can be identified by the use of forward-looking terminology, such as "believes," "expects, " "plans," "intends," "anticipates" and variations of such words or similar expressions, but their absence does not mean that the statement is not forward-looking. Statements in this announcement that are forward-looking include, but are not limited to, statements that the company expect its annualized revenue run-rate to exceed an estimated $285 million, and that this would represent an increase of more than 436% over the company's revenues in 2010, and an increase of more than 969% over revenues in 2009 when the company initiated its current M&A campaign, as well statements regarding the expected closing of transactions. Such forward-looking statements reflect management's beliefs and assumptions and are based on information currently available to management, and involve known and unknown risks, results, performance or achievements of AdCare which may differ materially from those expressed or implied in such statements. Such factors are identified in the public filings made by AdCare with the Securities and Exchange Commission and include, among others, AdCare's ability to secure lines of credit and/or an acquisition credit facility, find suitable acquisition properties at favorable terms, changes in the health care industry because of political and economic influences, changes in regulations governing the industry, changes in reimbursement levels including those under the Medicare and Medicaid programs and changes in the competitive marketplace. There can be no assurance that such factors or other factors will not affect the accuracy of such forward-looking statements. Except where required by law, AdCare undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.

Contact Information

  • Company Contacts

    Boyd Gentry
    Chris Brogdon
    Vice Chairman & CAO
    David A. Tenwick
    Chairman of Board
    AdCare Health Systems, Inc.
    Tel (937) 964-8974
    Email Contact

    Investor Relations
    Ron Both or Geoffrey Plank
    Liolios Group, Inc.
    Tel (949) 574-3860
    Email Contact