UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K/A
(Amendment No. 1)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended June 30, 2014
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
to
Commission File No. 1-12607
SunLink Health Systems, Inc.
(Exact name of registrant as specified in
its charter)
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Ohio |
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31-0621189 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
900 Circle 75 Parkway,
Suite 1120, Atlanta, Georgia 30339
(Address of principal executive offices)
Registrants telephone number, including area code: (770) 933-7000
Securities Registered Pursuant to Section 12(b) of the Act:
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Title of each Class |
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Name of each Exchange on which
registered |
Common Shares without par value |
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NYSE Amex Equities |
Indicate by check mark whether if the registrant is a well-known seasoned issuer, as defined in Rule 405
of Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is
not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K Yes ¨ No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller
reporting company. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes ¨ No x
At the close of business on September 26, 2014, there were 9,443,408 shares of the registrants common shares without par value
outstanding. The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the closing price on December 31, 2013 of the registrants common shares as reported by NYSE Amex Equities
stock exchange amounted to $2,497,012.
EXPLANATORY NOTE
UPDATE
This Form 10-K/A amends the Annual Report on Form 10-K for the fiscal year ended June 30, 2014 (the
Original 10-K) of SunLink Health Systems, Inc. (we, our, us, SunLink or the Company) filed with the Securities and Exchange
Commission (the SEC) on September 26, 2014, in response to comments issued by the SEC and to clarify certain prior disclosures. This Form 10-K/A contains changes to the Cover Page; Part IIItem 9A (Controls and
Procedures) and Part IVItem 15 (Exhibits, Financial Statement Schedules).
In accordance with Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, currently dated certifications of the Companys principal executive officer and principal financial officer are attached to
this Form 10-K/A as Exhibits 31.1, 31.2, 32.1 and 32.2. Part IVItem 15 has not been amended in any respect from the Original 10-K, except for the amended text of the aforementioned Exhibits.
Except for the foregoing amended information, the Company has
not updated the disclosures contained in the Original 10-K to reflect events that have occurred subsequent to the filing date of the Original 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Original 10-K and
our subsequent filings with the SEC.
Item 9A. |
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Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the Exchange Act), as of the end of the period
covered by this report, we originally carried out an evaluation of the effectiveness of the design and operation of our Companys disclosure controls and procedures. Under the direction of our principal executive officer and principal financial
officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and originally concluded that our disclosure controls and procedures were effective as of June 30, 2014.
Disclosure controls and procedures and other procedures are
designed to ensure that information required to be disclosed in our reports or submitted under the Exchange Act, such as this Amendment No. 1 to our Annual Report on Form 10-K/A, is recorded, processed, summarized and reported within the time
period specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Based on an evaluation of the effectiveness of disclosure controls and procedures performed in connection with
the preparation of this Amendment No. 1 to our Annual Report on Form 10-K/A, our chief executive officer and chief financial officer concluded that, for the reasons set forth below under Managements Report on Internal Control Over
Financial Reporting, our disclosure controls and procedures were not effective as of June 30, 2014. In addition, our chief executive officer and chief financial officer also have re-evaluated the conclusions regarding our disclosure
controls and procedures for other prior periods and have concluded that our disclosure controls and procedures were not effective as of the annual periods ended June 30, 2012 and June 30, 2013 for the same reason.
Managements Responsibility for Financial Statements
Our management is responsible for the integrity and
objectivity of all information presented in this Annual Report on Form 10-K/A. The consolidated financial statements contained herein were prepared in conformity with accounting principles generally
accepted in the United States of America and include amounts based on managements best estimates and judgments. Management believes the consolidated financial statements fairly reflect the form and substance of transactions and that the
financial statements fairly represent the Companys financial position and results of operations.
The Audit Committee of the Board of Directors, which is composed solely of independent directors, meets regularly with the Companys
independent registered public accounting firm and representatives of management to review accounting, financial reporting, internal control and audit matters, as well as the nature and extent of the audit effort. The Audit Committee is responsible
for the engagement of the independent registered public accounting firm. The independent registered public accounting firm has free access to the Audit Committee.
Managements Report on Internal
Control Over Financial Reporting
The
Companys management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Companys management, including its principal executive
officer and principal financial officer, conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal ControlIntegrated Framework (1992) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. The scope of managements assessment of the effectiveness of internal control over financial reporting includes all of our businesses.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions.
In SunLinks annual report on Form 10-K filed on September 26, 2014, based on managements evaluation under the framework in Internal ControlIntegrated Framework, the
Companys management originally concluded that the Companys internal control over financial reporting was effective as of June 30, 2014. In SunLinks annual reports filed on September 27, 2013 and September 20, 2012,
respectively, for the fiscal years ended June 30, 2013 and June 30, 2012, respectively, based on managements evaluation under the framework in Internal ControlIntegrated Framework, the Companys management also
originally concluded that the Companys internal control over financial reporting was effective as of June 30, 2013 and June 30, 2012, respectively.
Managements failure to include a complete report on
internal controls over financial reporting as required under Item 308(a) of Regulation S-K in prior filings with the SEC is said to be a strong indicator of the existence of a material weakness in the design or operation of internal
control over financial reporting. The Company has concluded that, to this extent, its internal control over financial reporting was not effective.
This annual report (restated) does not include an attestation report of the Companys registered public accounting firm regarding
internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only managements report
in this annual report.
Changes in Internal Control Over
Financial Reporting
Except as described
above, there were no changes during the quarter ended June 30, 2014, or in the other periods referred to above, in our internal control over financial reporting or in other factors that materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.
Remediation of Material Weakness
As noted under Managements Report on Internal Control Over Financial Reporting above, we identified a material
weakness in the preparation of the Form 10-K for the fiscal years ended June 30, 2014, 2013 and 2012 as managements assessment of the effective of our internal controls over financial reporting as of June 30, 2014, 2013 and 2012 did
not meet the requirement under item 308(a) of Regulation S-K. The Company believes that it has implemented procedures in the preparation and filing of Form 10-K which will remediate for future periods such material weakness in internal controls.
PART IV
Item 15. Exhibits, Financial Statement
Schedules.
(a) (1) Financial Statements
The following consolidated financial statements of the Company and its subsidiaries were set forth in Item 8 of the original Annual
Report on Form 10-K.
Report of Independent
Registered Public Accounting Firm.
Consolidated
Balance SheetsJune 30, 2014 and 2013.
Consolidated Statements of Operations and Comprehensive Earnings and LossFor the Years Ended June 30, 2014, 2013 and 2012.
Consolidated Statements of Shareholders
EquityFor the Years Ended June 30, 2014, 2013 and 2012.
Consolidated Statements of Cash FlowsFor the Years Ended June 30, 2014, 2013 and 2012.
Notes to Consolidated Financial StatementsFor the Years Ended June 30, 2014, 2013 and 2012.
(a) (2) Financial Statement Schedules
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Report of Independent Registered Public Accounting Firm |
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At page 76 of the original Annual Report on Form 10-K |
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Schedule II Valuation and Qualifying Accounts |
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At page 77 of the original Annual Report on Form 10-K |
The information required to be submitted in
Schedules I, III, IV and V for SunLink Health Systems, Inc. and its consolidated subsidiaries has either been shown in the financial statements or notes, or is not applicable or not required under Regulation S-X and, therefore, has been omitted.
(a) (3) See Item 15(b) below. Each
management contract or compensatory plan or arrangement required to be filed as an Exhibit is identified below by an asterisk.
(b) Exhibits
The following exhibits are filed with this Form 10-K/A or incorporated herein by reference from the document set forth next to the exhibit
in the list below. Exhibit numbers refer to Item 601 of Regulation S-K:
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3.1 |
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Amended Articles of Incorporation of SunLink Health Systems, Inc. (incorporated by reference from Exhibit 3.1 of the
Companys Report on Form 10-Q for the quarter ended September 30, 2001). (Commission File No. 1789180) |
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3.1a |
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Amended Articles of Incorporation of KRUG International Corp. (incorporated by reference to Exhibit 3.1 of the
Corporations Report on Form 10-K405 for the year ended March 31, 1998). (Commission File No. 98649171) |
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3.1b |
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Amended Articles of Incorporation of SunLink Health Systems, Inc. (incorporated by reference from Exhibit 3.2 of the
Companys Report on Form 10-Q for the quarter ended September 30, 2001). (Commission File No. 1789180) |
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3.1c |
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Certificate of Amendment to Amend Article Fourth of the Amended Articles of Incorporation of SunLink Health Systems, Inc.
dated February 13, 2004 (incorporated by reference from Exhibit 3.1 of the Companys Report on Form 10-Q for the quarter ended December 31, 2003). (Commission File No. 04610446) |
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3.2 |
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Code of Regulations of SunLink Health Systems, Inc., as amended (incorporated by reference from Exhibit 3.1 of the
Companys Report on Form 10-Q for the quarter ended September 30, 2001). (Commission File No. 1789180) |
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3.2 |
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Code of Regulations of SunLink Health Systems, Inc., as amended (incorporated by reference from Exhibit 3.2 of the
Companys Report on Form 10-Q for the quarter ended September 30, 2001). (Commission File No. 1789180) |
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3.3 |
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Certificate of Amendment to Amend Article Fourth of the Amended Articles of Incorporation of SunLink Health Systems, Inc.
dated February 13, 2004 (incorporated by reference from Exhibit 3.1 of the Companys Report on Form 10-Q for the quarter ended December 31, 2003). (Commission File No. 04610446) |
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4.1 |
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Shareholder Rights Agreement dated as of February 10, 2014, between SunLink Health Systems, Inc. and American Stock
Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference from Exhibit 4.1 of the Companys Report on Form 8-K filed February 27, 2014). (Commission File No. 14647348) |
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10.1* |
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Employment Letter, dated April 30, 2001, by and between SunLink Health Systems, Inc. and Mark Stockslager (incorporated
by reference from Exhibit 10.29 of SunLinks Form 10-Q for the quarter ended September 30, 2005). (Commission File No. 051197210) |
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10.2* |
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Amended and Restated Employment Agreement, dated July 1, 2005, between Robert M. Thornton, Jr. and SunLink Health Systems,
Inc. (incorporated by reference from Exhibit 99.1 of the Companys Report on Form 8-K filed December 23, 2005). (Commission File No. 051285094) |
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10.3 |
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Credit Agreement between SunLink Health Systems, Inc., SunLink Healthcare LLC, Dexter Hospital LLC, Clanton Hospital LLC,
Southern Health Corporation of Ellijay, Inc., Southern Health Corporation of Dahlonega, LLC, Southern Health Corporation of Houston, Inc., Southern Health Corporation of Jasper, Inc., HealthMont of Georgia, Inc., HealthMont, LLC, HealthMont of
Missouri, LLC, SunLink Services, Inc., SunLink Homecare Services, LLC, KRUG Properties, Inc., Central Alabama Medical Associates, LLC, Dahlonega Clinic, LLC, Carmichaels Cashway Pharmacy, Inc., Carmichaels Nutritional Distributor, Inc.,
Breath of Life Home Health Equipment, Inc. and Chatham Credit Management III, LLC dated April 23, 2008 (incorporated by reference from Exhibit 10.29 of the Companys Report on Form 8-K filed April 29, 2008). (Commission File No.
08787122) |
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10.4* |
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2005 Equity Incentive Plan (incorporated by reference from Exhibit 99.1 of the Companys Registration Statement on Form S-8 filed September 20, 2006). (Commission File No. 061100389) |
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10.5 |
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Agreement of Understanding, dated June 28, 2007, between Christopher H. B. Mills and SunLink Health Systems, Inc.
(incorporated by reference from Exhibit 99.2 of the Companys Report on Form 8-K filed July 16, 2007). (Commission File No. 07982325) |
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10.6 |
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Amended and Restated Credit Agreement between SunLink Health Systems, Inc., SunLink Healthcare LLC, Dexter Hospital LLC,
Clanton Hospital LLC, Southern Health Corporation of Ellijay, Inc., Southern Health Corporation of Dahlonega, LLC, Southern Health Corporation of Houston, Inc., Southern Health Corporation of Jasper, Inc., HealthMont of Georgia, Inc., HealthMont,
LLC, HealthMont of Missouri, LLC, SunLink Services, Inc., SunLink Homecare Services, LLC, KRUG Properties, Inc., Central Alabama Medical Associates, LLC, Dahlonega Clinic, LLC, Carmichaels Cashway Pharmacy, Inc., Carmichaels Nutritional
Distributor, Inc., Breath of Life Home Health Equipment, Inc. and Chatham Credit Management III, LLC and Union Bank of California, N.A. dated August 1, 2008 (incorporated by reference from the Companys Annual Report on Form 10-K for the
year ended June 30, 2009). (Commission File No. 081091964) |
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10.8 |
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Limited Waiver Agreement Under Amended and Restated Credit Agreement between SunLink Health Systems, Inc., SunLink Healthcare
LLC, Dexter Hospital LLC, Clanton Hospital LLC, Southern Health Corporation of Ellijay, Inc., Southern Health Corporation of Dahlonega, LLC, Southern Health Corporation of Houston, Inc., Southern Health Corporation of Jasper, Inc., HealthMont of
Georgia, Inc., HealthMont, LLC, HealthMont of Missouri, LLC, SunLink Services, Inc., SunLink Homecare Services, LLC, KRUG Properties, Inc., Central Alabama Medical Associates, LLC, Dahlonega Clinic, LLC, Carmichaels Cashway Pharmacy, Inc.,
Carmichaels Nutritional Distributor, Inc., Breath of Life Home Health Equipment, Inc. and Chatham Credit Management III, LLC dated September 27, 2010 (incorporated by reference from the Companys Annual Report on Form 10-K for the year
ended June 30, 2010). (Commission File No. 101119914) |
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10.9 |
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Limited Consent and Modification of Loan Documents between SunLink Health Systems, Inc., SunLink Healthcare LLC, Dexter
Hospital LLC, Clanton Hospital LLC, Southern Health Corporation of Ellijay, Inc., Southern Health Corporation of Dahlonega, LLC, Southern Health Corporation of Houston, Inc., HealthMont of Georgia, Inc., HealthMont, LLC, HealthMont of Missouri, LLC,
SunLink Services, Inc., SunLink ScriptsRX, LLC, Central Alabama Medical Associates, LLC, Dahlonega Clinic, LLC, Carmichaels Cashway Pharmacy, Inc., Carmichaels Nutritional Distributor, Inc., Breath of Life Home Health Equipment, Inc. and
Chatham Credit Management III, LLC dated March 1, 2011 (incorporated by reference from the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2011). (Commission File No. 11842673) |
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10.10 |
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Third Modification to Loan Documents between SunLink Health Systems, Inc., SunLink Healthcare LLC, Dexter Hospital LLC,
Clanton Hospital LLC, Southern Health Corporation of Ellijay, Inc., Southern Health Corporation of Dahlonega, LLC, Southern Health Corporation of Houston, Inc., HealthMont of Georgia, Inc., HealthMont, LLC, HealthMont of Missouri, LLC, SunLink
Services, Inc., SunLink ScriptsRX, LLC, Central Alabama Medical Associates, LLC, Dahlonega Clinic, LLC, Carmichaels Cashway Pharmacy, Inc., Carmichaels Nutritional Distributor, Inc., Breath of Life Home Health Equipment, Inc., and
Chatham Credit Management III, LLC dated July 28, 2011 (incorporated by reference from Exhibit 10.9 to Current Report on Form 8-K filed August 1, 2011). (Commission File No. 111000498) |
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10.11* |
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Employment letter dated September 23, 2010 with an effective date of September 30, 2010, by and between SunLink ScriptsRx, LLC
and Byron D. Finn (incorporated by reference from the Companys Annual Report on Form 10-K for the year ended June 30, 2011). (Commission File No. 111108066) |
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10.12 |
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Loan Agreement dated as of March 19, 2012 by and among Pioneer Bank, SSB; HealthMont of Missouri, LLC; HealthMont, LLC; and
SunLink Health Systems, Inc. (incorporated by reference from Exhibit 10.1 to Current Report on Form 8-K filed March 29, 2012). (Commission File No. 12725101) |
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10.13 |
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Promissory Note in the amount of $4,000,000 dated as of March 19, 2012 from Healthmont of Missouri, LLC payable to Pioneer
Bank, S.S.B. (incorporated by reference from Exhibit 10.2 to Current Report on Form 8-K filed March 29, 2012). (Commission File No. 12725101) |
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10.14 |
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Promissory Note in the amount of $1,000,000 dated as of March 19, 2012 from Healthmont of Missouri, LLC payable to Pioneer
Bank, S.S.B. (incorporated by reference from Exhibit 10.3 to Current Report on Form 8-K filed March 29, 2012). (Commission File No. 12725101) |
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10.15 |
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Fourth Modification to Loan Documents between SunLink Health Systems, Inc., SunLink Healthcare LLC, Dexter Hospital LLC,
Clanton Hospital LLC, Southern Health Corporation of Ellijay, Inc., Southern Health Corporation of Dahlonega, LLC, Southern Health Corporation of Houston, Inc., HealthMont of Georgia, Inc., HealthMont, LLC, HealthMont of Missouri, LLC, SunLink
Services, Inc., SunLink ScriptsRX, LLC, Central Alabama Medical Associates, LLC, Dahlonega Clinic, LLC, Carmichaels Cashway Pharmacy, Inc., Carmichaels Nutritional Distributor, Inc., Breath of Life Home Health Equipment, Inc., and
Chatham Credit Management III, LLC dated March 19, 2012. (incorporated by reference from Exhibit 99.2 to Current Report on Form 8-K filed May 8, 2012). (Commission File No. 12823311) |
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10.16 |
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Fifth Modification to Loan Documents between SunLink Health Systems, Inc., SunLink Healthcare LLC, Dexter Hospital LLC,
Clanton Hospital LLC, Southern Health Corporation of Ellijay, Inc., Southern Health Corporation of Dahlonega, LLC, Southern Health Corporation of Houston, Inc., HealthMont of Georgia, Inc., HealthMont, LLC, HealthMont of Missouri, LLC, SunLink
Services, Inc., SunLink ScriptsRX, LLC, Central Alabama Medical Associates, LLC, Dahlonega Clinic, LLC, Carmichaels Cashway Pharmacy, Inc., Carmichaels Nutritional Distributor, Inc., Breath of Life Home Health Equipment, Inc., and
Chatham Credit Management III, LLC dated May 3, 2012. (incorporated by reference from Exhibit 99.3 to Current Report on Form 8-K filed May 8, 2012). (Commission File No. 12823311) |
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10.17 |
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Sixth Modification to Loan Documents between SunLink Health Systems, Inc., SunLink Healthcare LLC, Dexter Hospital LLC,
Clanton Hospital LLC, Southern Health Corporation of Ellijay, Inc., Southern Health Corporation of Dahlonega, LLC, Southern Health Corporation of Houston, Inc., HealthMont of Georgia, Inc., HealthMont, LLC, HealthMont of Missouri, LLC, SunLink
Services, Inc., SunLink ScriptsRX, LLC, Central Alabama Medical Associates, LLC, Dahlonega Clinic, LLC, Carmichaels Cashway Pharmacy, Inc., Carmichaels Nutritional Distributor, Inc., Breath of Life Home Health Equipment, Inc., and
Chatham Credit Management III, LLC dated May 4, 2012. (incorporated by reference from Exhibit 99.4 to Current Report on Form 8-K filed May 8, 2012). (Commission File No. 12823311) |
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10.18 |
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Seventh Modification to Loan Documents between SunLink Health Systems, Inc., SunLink Healthcare LLC, Dexter Hospital LLC,
Southern Health Corporation of Ellijay, Inc., Southern Health Corporation of Dahlonega, LLC, Southern Health Corporation of Houston, Inc., HealthMont of Georgia, Inc., HealthMont, LLC, HealthMont of Missouri, LLC, SunLink Services, Inc., SunLink
ScriptsRX, LLC, Central Alabama Medical Associates, LLC, Dahlonega Clinic, LLC, Carmichaels Cashway Pharmacy, Inc., Carmichaels Nutritional Distributor, Inc., Breath of Life Home Health Equipment, Inc., and Chatham Credit Management III,
LLC, dated June 29, 2012. (incorporated by reference from Exhibit 99.2 to Current Report on Form 8-K filed July 13, 2012). (Commission File No. 12961359) |
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10.19 |
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Eighth Modification to Loan Documents between SunLink Health Systems, Inc., SunLink Healthcare LLC, Dexter Hospital LLC,
Southern Health Corporation of Ellijay, Inc., Southern Health Corporation of Dahlonega, LLC, Southern Health Corporation of Houston, Inc., HealthMont of Georgia, Inc., HealthMont, LLC, HealthMont of Missouri, LLC, SunLink Services, Inc., SunLink
ScriptsRX, LLC, Central Alabama Medical Associates, LLC, Dahlonega Clinic, LLC, Carmichaels Cashway Pharmacy, Inc., Carmichaels Nutritional Distributor, Inc., Breath of Life Home Health Equipment, Inc., and Chatham Credit Management III,
LLC, dated July 5, 2012. (incorporated by reference from Exhibit 99.3 to Current Report on Form 8-K filed July 13, 2012). (Commission File No. 12961359) |
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10.20 |
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Asset Purchase Agreement By and Among HealthMont of Georgia, Inc., SunLink Health Systems, Inc. and Hospital Authority of Tift
County, Georgia as of March 1, 2012. (incorporated by reference from Exhibit 99.2 to Current Report on Form 8-K/A filed July 5, 2012). (Commission File No. 12961359) |
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10.21 |
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Mortgage Loan Agreement dated as of July 5, 2012, by and between Stillwater National Bank and Southern Health Corporation of
Houston, Inc. (incorporated by reference from the Companys Annual Report on Form 10-K for the year ended June 30, 2012). (Commission File No. 121102676) |
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10.22 |
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Working Capital Loan Agreement dated as of July 5, 2012, by and between Stillwater National Bank and Southern Health
Corporation of Houston, Inc. (incorporated by reference from the Companys Annual Report on Form 10-K for the year ended June 30, 2012). (Commission File No. 121102676) |
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10.23 |
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Ninth Modification to Loan Documents between SunLink Health Systems, Inc., SunLink Healthcare LLC, Dexter Hospital LLC,
Southern Health Corporation of Ellijay, Inc., Southern Health Corporation of Dahlonega, LLC, Southern Health Corporation of Houston, Inc., HealthMont of Georgia, Inc., HealthMont, LLC, HealthMont of Missouri, LLC, SunLink Services, Inc., SunLink
ScriptsRX, LLC, Central Alabama Medical Associates, LLC, Dahlonega Clinic, LLC, Carmichaels Cashway Pharmacy, Inc., Carmichaels Nutritional Distributor, Inc., Breath of Life Home Health Equipment, Inc., and Chatham Credit Management III,
LLC, dated October 31, 2012. (incorporated by reference from the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2012). (Commission File No. 121203717) |
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10.24 |
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Loan Agreement dated as of October 31, 2012 by and among Pioneer Bank, SSB; SunLink Healthcare Professional Property, LLC;
MedCare South, LLC; and SunLink Health Systems, Inc. (incorporated by reference from the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2012). (Commission File No. 121203717) |
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10.25 |
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Amendment and Waiver to Mortgage Loan Agreement as of May 14, 2013, among Southern Health Corporation of Houston, Inc.,
MedCare South, LLC, SunLink Health Systems, Inc., and Stillwater National Bank and Trust Company. (incorporated by reference from the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2013). (Commission File No.
13848205) |
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10.26 |
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Amendment and Waiver to Working Capital Loan Agreement as of May 14, 2013, among Southern Health Corporation of Houston, Inc.,
MedCare South, LLC, SunLink Health Systems, Inc., and Stillwater National Bank and Trust Company. (incorporated by reference from the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2013). (Commission File No.
13848205) |
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10.27 |
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Second Amendment and Waiver to Mortgage Loan Agreement as of June 28, 2013, among Southern Health Corporation of Houston,
Inc., MedCare South, LLC, SunLink Health Systems, Inc., and Stillwater National Bank and Trust Company. (incorporated by reference from the Companys Annual Report on Form 10-K for the year ended June 30, 2013). (Commission File No.
131119753) |
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10.28 |
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Second Amendment and Waiver to Working Capital Loan Agreement as of June 28, 2013, among Southern Health Corporation of
Houston, Inc., MedCare South, LLC, SunLink Health Systems, Inc., and Stillwater National Bank and Trust Company. (incorporated by reference from the Companys Annual Report on Form 10-K for the year ended June 30, 2013). (Commission File No.
131119753) |
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10.29 |
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Third Amendment and Waiver to Mortgage Loan Agreement as of June 30, 2014, among Southern Health Corporation of Houston, Inc.,
Crown Healthcare Investments, LLC, SunLink Health Systems, Inc., and Stillwater National Bank and Trust Company (incorporated by reference from the Companys Annual Report on Form 10-K for the year ended June 30, 2014). (Commission File
No. 141123931) |
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10.30 |
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Third Amendment and Waiver to Working Capital Loan Agreement as of June 30, 2014, among Southern Health Corporation of
Houston, Inc., Crown Healthcare Investments, LLC, SunLink Health Systems, Inc., and Stillwater National Bank and Trust Company (incorporated by reference from the Companys Annual Report on Form 10-K for the year ended June 30, 2014).
(Commission File No. 141123931) |
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10.31* |
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2011 Director Stock Option Plan (incorporated by reference from Appendix A to the Companys Schedule 14A Definitive Proxy
Statement filed September 29, 2011) (Commission File No. 111115265). |
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21.1 |
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List of Subsidiaries (incorporated by reference from the Companys Annual Report on Form 10-K for the year ended
June 30, 2014). (Commission File No. 141123931) |
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23.1 |
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Consent of Cherry Bekaert LLP ^ |
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31.1 |
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Chief Executive Officers Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of
1934.^ |
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31.2 |
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Chief Financial Officers Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of
1934.^ |
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32.1 |
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Chief Executive Officers Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.^ |
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32.2 |
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Chief Financial Officers Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.^ |
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101 |
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The following materials from the Companys Year End Report on Form 10-K for the fiscal year ended June 30, 2014,
formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of June 30, 2014 and June 30, 2013, (ii) Consolidated Statements of Operations and Comprehensive Earnings and Loss for the fiscal years ended
June 30, 2014, 2013 and 2012, (iii) Consolidated Statements of Shareholders Equity for the fiscal years ended June 30, 2014, 2013 and 2012 (iv) Consolidated Statements of Cash Flows for the fiscal years ended June 30, 2014, 2013 and 2012, and
(v) Notes to Consolidated Financial Statements. |
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Management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, SunLink Health Systems, Inc. has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 1st day of April, 2015.
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SUNLINK HEALTH SYSTEMS, INC. |
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By: |
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/S/ MARK J.
STOCKSLAGER |
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Mark J. Stockslager |
Chief Financial Officer and Principal Accounting Officer (principal accounting officer) |
April 1, 2015
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration
Statement Nos. 333-99667, 333-99669, 333-137474, and 333-184027 of SunLink Health Systems, Inc. on Forms S-8, of our reports dated September 26, 2014, appearing in this Annual Report on Form 10-K/A of
SunLink Health Systems, Inc. for the year ended June 30, 2014.
/s/ Cherry Bekaert LLP
Atlanta Georgia
April 1, 2015
Exhibit 31.1
CERTIFICATION
I, Robert M. Thornton, Jr., the Chief Executive Officer of
SunLink Health Systems, Inc. (the Company), certify that:
(1) I have reviewed this annual report on Form 10-K/A of the Company;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
(4) The Companys other certifying officers and I
are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared;
(b) Designed such
internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of June 30, 2014 (the Evaluation Date) based on such evaluation; and
(d) Disclosed in this report any change
in the Companys internal control over financial reporting that occurred during our most recent fiscal quarter ended on the Evaluation Date, that has materially affected, or is reasonably likely to materially affect, the Companys internal
control over financial reporting; and
(5) The Companys other certifying officers and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the Companys auditors and the audit committee of the Companys board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and
material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material,
that involves management or other employees who have a significant role in the Companys internal control over financial reporting.
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Dated: April 1, 2015 |
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/s/ Robert M. Thornton, Jr. |
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Robert M. Thornton, Jr. |
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SunLink Health, Systems, Inc. Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, Mark J. Stockslager, the Chief Financial Officer of
SunLink Health Systems, Inc. (the Company), certify that:
(1) I have reviewed this annual report on Form 10-K/A of the Company;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
(4) The Companys other certifying officers and I
are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared;
(b) Designed such
internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of June 30, 2014 (the Evaluation Date) based on such evaluation; and
(d) Disclosed in this report any change
in the Companys internal control over financial reporting that occurred during our most recent fiscal quarter ended on the Evaluation Date, that has materially affected, or is reasonably likely to materially affect, the Companys internal
control over financial reporting; and
(5) The Companys other certifying officers and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the Companys auditors and the audit committee of the Companys board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and
material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material,
that involves management or other employees who have a significant role in the Companys internal control over financial reporting.
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Dated: April 1, 2015 |
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/s/ Mark J. Stockslager |
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Mark J. Stockslager |
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SunLink Health, Systems, Inc. Chief Financial Officer |
Exhibit 32.1
SUNLINK HEALTH SYSTEMS, INC.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of SunLink Health
Systems, Inc. (the Company) on Form 10-K/A for the year ended June 30, 2014, as filed with the United States Securities and Exchange Commission on the date hereof (the Report), I, Robert M. Thornton, Jr., Chief Executive
Officer of the Company, do hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended; and
(2) The information contained in the
Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated: April 1, 2015 |
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/s/ Robert M. Thornton, Jr. |
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Robert M. Thornton, Jr. |
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SunLink Health, Systems, Inc. Chief Executive Officer |
Exhibit 32.2
SUNLINK HEALTH SYSTEMS, INC.
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of SunLink Health
Systems, Inc. (the Company) on Form 10-K/A for the year ended June 30, 2014, as filed with the United States Securities and Exchange Commission on the date hereof (the Report), I, Mark J. Stockslager, Chief Financial
Officer of the Company, do hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended; and
(2) The information contained
in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated: April 1, 2015 |
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/s/ Mark J. Stockslager |
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Mark J. Stockslager |
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SunLink Health, Systems, Inc. Chief Financial Officer |
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