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So in other words KADR has absolutely nothing to worry about, Comerica will change their mind this week and decide to refinance them right?
8500 employees (all affiliates included) with zero cash in the bank right?
Also, expenses ($15,762,000) are more than double the profit ($6,103,000) right?
No wonder KADR had to dip into the "standby line of credit" with Comerica for that extra $500,000.
LIST OF SUBSIDIARIES OF ARCADIA RESOURCES, INC.
Exhibit 21.1 LIST OF SUBSIDIARIES OF ARCADIA RESOURCES, INC.
1. American Oxygen and Medical Equipment, Inc., an Illinois corporation
d/b/a Arcadia H.O.M.E.
Remedy Therapeutics
2. Arcadia Employee Services, Inc., a Michigan corporation
3. Arcadia Health Services, Inc., a Michigan corporation
d/b/a Arcadia Health Care
Arcadia Technical Services
Arcadia Services
Temporary Health Care
4. Arcadia Health Services of Michigan, Inc., a Michigan corporation
d/b/a Arcadia Metrostaff
Bestaff Arcadia HealthCare
HHP Staffing
Metrostaff
Metrostaff Healthcare Services
Metrostaff Staffing Services
Temporary Health Care
5. Arcadia Home Health Care Services, Inc. (f/k/a Arcadia Staff Resources, Inc.), a Michigan corporation
6. Arcadia Home Health Products, Inc., a Delaware corporation
7. Arcadia Home Oxygen & Medical Equipment, Inc., a Michigan corporation
d/b/a Arcadia H.O.M.E.
Arcadia Medical Products, Inc.
8. Arcadia Products, Inc., a Delaware corporation
9. Arcadia Services, Inc., a Michigan corporation
10. Grayrose, Inc., a Michigan corporation
d/b/a Arcadia Staff Resources
BK Tool, Inc.
11. Jascorp, LLC, a Wisconsin limited liability company
12. PrairieStone Pharmacy, LLC, a Delaware limited liability company
13. RKDA, Inc., a Michigan corporation
http://www.sec.gov/Archives/edgar/data/1071941/000095012311062455/c19296exv21w1.htm
Every business named "Arcadia" is not connected to KADR (Arcadia Resources, Inc.)
Any of these Events Of Default will terminate the Forbearance:
8. EVENTS OF DEFAULT
8.1 Upon occurrence of any of the following events of default:
(a) non-payment of any installment of the principal or interest on the Note when due, or non-payment of any other outstanding Indebtedness when due, and (in each case) continuance thereof for five (5) Business Days;
(b) default in the observance or performance of any of the conditions, covenants or agreements of Companies set forth in Sections 5.1, 5.3, 5.4, 5.5, 5.6, 5.10, 5.11, 5.12, 5.13, 5.14, 5.15 or 6 (in its entirety);
(c) default in observance or performance of any of the other conditions, covenants or agreements of any Company herein set forth, and continuance thereof for thirty (30) days after written notice to Companies by Bank;
(d) any material representation or warranty made by any Company herein or in any instrument submitted pursuant hereto proves untrue in any material respect when made or deemed made;
(e) default in the observance or performance of any of the conditions, covenants or agreements of any Company set forth in any collateral document of security which may be given to secure the indebtedness hereunder or in any other document related to or connected with this Agreement or the indebtedness hereunder, and lapse of any applicable grace or cure period;
(f) default in the payment of any other obligation of any Company, any of its Subsidiaries or any Guarantor for borrowed money in an aggregate amount in excess of Twenty Thousand Dollars ($20,000), or in the observance or performance of any conditions, covenants or agreements related or given with respect to any obligations for borrowed money in an aggregate amount in excess of Twenty Thousand Dollars ($20,000) sufficient to permit the holder thereof to accelerate the maturity of such obligation;
(g) judgments for the payment of money in excess of the sum of Twenty Thousand Dollars ($20,000) in the aggregate shall be rendered against any Company, any of its Subsidiaries or any Guarantor and such judgments shall remain unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a period of thirty (30) consecutive days from the date of its entry and such judgment is not covered by insurance from a solvent insurer who is defending such action without reservation of rights;
(h) the occurrence of any “reportable event”, as defined in the Employee Retirement Income Security Act of 1974 and any amendments thereto, which is determined to constitute grounds for termination by the Pension Benefit Guaranty Corporation of any employee pension benefit plan maintained by or on behalf of any Company for the benefit of any of its employees or for the appointment by the appropriate United States District Court of a trustee to administer such plan and is reasonably likely that the occurrence of such event would result in a material adverse effect on Companies, and such reportable event is not corrected and such determination is not revoked within sixty (60) days after notice thereof has been given to the plan administrator or Companies; or the institution of proceedings by the Pension Benefit Guaranty Corporation to terminate any such employee benefit pension plan or to appoint a trustee to administer such plan; or the appointment of a trustee by the appropriate United States District Court to administer any such employee benefit pension plan;
(i) if there shall be any change for any reason whatsoever in the management, ownership or control of any of the Companies, which shall in the reasonable judgment of Bank materially adversely affect future prospects for the successful operation of any Company or any Subsidiary;
(j) if any Guaranty or Subordination Agreement is revoked in whole or in part; or if there occurs any default under the terms of any Guaranty or Subordination Agreement;
(k) If Companies shall pay or any holder of Subordinated Debt shall accept, any payment or distribution of the Subordinated Debt in violation of the Subordination Agreement; or if there occurs any other default by any holder of Subordinated Debt under the terms of the Subordination Agreements; or
(l) if Bank shall for any reason deem itself to be insecure, believing in good faith that the prospect of payment of or performance of the Indebtedness is materially impaired.
http://www.sec.gov/Archives/edgar/data/1071941/000095012309022164/c52030exv10w42.htm
Comerica simply honored their binding Credit Agreement with KADR dated 7/13/2009 insofar as the "standby letter of credit" for the maximum amount of $500,000 is concerned. It's no big secret KADR admits where the $500,000 came from right here:
"The Forbearance Agreement increased the maximum amount available under the Comerica Credit Agreement from $11.0 million to $11.5 million. In addition, Comerica agreed that the borrowings under the Comerica Credit Agreement may exceed the Advance Formula (as defined in the Comerica Credit Agreement) by $500,000 at any given time"
http://www.sec.gov/Archives/edgar/data/1071941/000114036112021049/form8k.htm
I doubt Comerica wants to be sued at this stage in the game for breach of contract. KADR is the entity in DEFAULT with Comerica and not the other way around.
We must've missed the press release from KADR that confirms this quote:
Did Arcadia Resources Inc., (KADR) make these explanations in a PR or SEC filing?
$500K part of the Credit Agreement dated 7/13/2009:
Page 6-
"2.7 In addition to direct Advances under the Revolving Credit Note to be provided to Companies by Bank under and pursuant to Section 2.1 of this Agreement, Bank further agrees to issue, or commit to issue, from time to time, standby letters of credit for the account of Companies (herein individually called a “Letter of Credit” and collectively “Letters of Credit”) in aggregate undrawn amounts not to exceed Five Hundred Thousand Dollars ($500,000) at any one time outstanding;"
http://www.sec.gov/Archives/edgar/data/1071941/000095012309022164/c52030exv10w42.htm
WRONG! NO REFINANCING for Arcadia:
"On April 17, 2012, the Services Borrowers and RKDA entered into an agreement with Comerica with respect to the Comerica Credit Agreement and amounts due under such credit agreement (the “Forbearance Agreement”). As part of the Forbearance Agreement, Comerica (a) declared all amounts under the Comerica Credit Agreement to be due and payable, including all principal, interest, and legal fees and other expenses incurred with respect thereto (the “Liabilities”) and (b) demanded payment in full of the Liabilities."
When the debt gets paid by whom? Did Arcadia mention in the filing they had someone lined up to pay the debt?
Uh OH, Comerica is talking about the stock here:
"The Forbearance Agreement extends to April 30, 2012. Comerica reserves the right to terminate its forbearance prior to that date (a) in the event there are any new defaults under the Comerica Credit Agreement or defaults under the Forbearance Agreement, (b) in the event of further deterioration in Comerica’s Collateral position and/or (c) in the event Comerica, for any reason, believes that the prospect of payment or performance is impaired."
"Comerica Bank has a security interest in all of the assets of the Services Borrowers and RKDA has pledged the outstanding capital stock of ASI as further security under the Comerica Credit Agreement (such security interest and pledge collectively the “Collateral”). The obligations under the Comerica Credit Agreement matured on April 1, 2012."
It sure looks like Game Over.
The Press Release KADR issues in connection with today's 8-K filing might give more insight as to what their strategy is.
Will KADR warn again not to trade the stock? Will KADR say BUY BUY BUY!!!? Stay tuned.
LOL!, I can't wait!
(edit)Let's not forget Comerica can pull the plug at any time before 4/30/12. If KADR has a white knight lined up that will give them $20M let's say Monday morning then that's good.
If KADR files bankruptcy Monday morning then that's bad.
Time will tell one way or the other with a definitive deadline intact. There will be no more shuffling or wiggling around the facts once this final verdict is in.
I think KADR has a buyer lined up for the "Services" segment and waiting for that to close within the 2 week time frame before Comerica forecloses. Looks like KADR warned against trading in this stock for good reason.
Good Luck.
The way I see it, Comerica wants their money and they are tired of playing around with KADR.
"The Forbearance Agreement extends to April 30, 2012. Comerica reserves the right to terminate its forbearance prior to that date (a) in the event there are any new defaults under the Comerica Credit Agreement or defaults under the Forbearance Agreement, (b) in the event of further deterioration in Comerica’s Collateral position and/or (c) in the event Comerica, for any reason, believes that the prospect of payment or performance is impaired."
I know, we can go back and forth all weekend on how this message board "interprets" the facts but the real judge and jury will be the market come Monday morning.
To me it looks like game over for KADR.
WRONG! "Comerica has agreed that it may, in its sole discretion, continue to advance funds to the Services Borrowers under the Comerica Credit Agreement."
http://www.sec.gov/Archives/edgar/data/1071941/000114036112021049/form8k.htm
"Comerica reserves the right to terminate its forbearance prior to that date"
http://www.sec.gov/Archives/edgar/data/1071941/000114036112021049/form8k.htm
OOOPS! 8K OUT! "all amounts under the Comerica Credit Agreement to be due and payable"
On April 17, 2012, the Services Borrowers and RKDA entered into an agreement with Comerica with respect to the Comerica Credit Agreement and amounts due under such credit agreement (the “Forbearance Agreement”). As part of the Forbearance Agreement, Comerica (a) declared all amounts under the Comerica Credit Agreement to be due and payable, including all principal, interest, and legal fees and other expenses incurred with respect thereto (the “Liabilities”) and (b) demanded payment in full of the Liabilities. Comerica agreed to forbear until April 30, 2012, subject to the terms and conditions set forth in the Forbearance Agreement and summarized below, from taking any action to collect the Liabilities, provided the Services Borrowers and RKDA comply with the terms of the Forbearance Agreement.
In the Forbearance Agreement, the Services Borrowers and RKDA (a) acknowledge the Liabilities as set out in the Comerica Credit Agreement and the existence of the default, (b) acknowledge and agree that Comerica’s demand for payment is timely and proper and (c) acknowledge that Comerica is under no obligation to advance funds or extend further credit under the Comerica Credit Agreement. Comerica has agreed that it may, in its sole discretion, continue to advance funds to the Services Borrowers under the Comerica Credit Agreement. The Forbearance Agreement increased the maximum amount available under the Comerica Credit Agreement from $11.0 million to $11.5 million. In addition, Comerica agreed that the borrowings under the Comerica Credit Agreement may exceed the Advance Formula (as defined in the Comerica Credit Agreement) by $500,000 at any given time, plus an additional over-formula amount, if any, as determined by Comerica its sole discretion.
The Forbearance Agreement extends to April 30, 2012. Comerica reserves the right to terminate its forbearance prior to that date (a) in the event there are any new defaults under the Comerica Credit Agreement or defaults under the Forbearance Agreement, (b) in the event of further deterioration in Comerica’s Collateral position and/or (c) in the event Comerica, for any reason, believes that the prospect of payment or performance is impaired.
http://www.sec.gov/Archives/edgar/data/1071941/000114036112021049/form8k.htm
Mmmm Nope! ARCADIA RESOURCES ANNOUNCES STEPHEN GOLDSMITH RESIGNS
Yup, it's true, Goldsmith resigned 2 years ago:
Item 5.02(b) Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Stephen Goldsmith resigned from the Company’s Board of Directors effective May 28, 2010 in connection with becoming Deputy Mayor of New York City. His resignation is not the result of a disagreement with the Company. Mr. Goldsmith has been a member of the Board’s Audit, Compensation, and Nominating and Governance Committees.
http://www.sec.gov/Archives/edgar/data/1071941/000095012310053943/c01888e8vk.htm
ARCADIA RESOURCES ANNOUNCES STEPHEN GOLDSMITH RESIGNS FROM
BOARD OF DIRECTORS TO BECOME DEPUTY MAYOR OF NEW YORK CITY
INDIANAPOLIS, Ind., May 28, 2010 — Arcadia Resources, Inc. (NYSE Amex: KAD), a leading provider of innovative consumer health care services under the Arcadia HealthCareSM brand, today announced Stephen Goldsmith will resign from the Board of Directors to become Deputy Major of New York City.
“We want to thank Steve for his years of service to Arcadia and our shareholders, and we wish him well as he embarks on a new and exciting role as Deputy Mayor of New York City,” said Marvin R. Richardson, President and Chief Executive Officer of Arcadia HealthCare. “Steve brought tremendous insight and energy to our board and I am confident that he will do an outstanding job in his new role as Deputy Mayor.”
“I am extremely pleased with the progress Arcadia has achieved in all facets of the business,” said Stephen Goldsmith. “I am particularly excited about the prospects for DailyMed and believe the Company has established a great foundation for future success.”
After Mr. Goldsmith’s resignation, the Board of Directors will consist of five members including one executive director, Marvin R. Richardson, President and Chief Executive Officer and four non-executive directors, John T. Thorton, Peter A. Brusca, Joseph Mauriello and Daniel Eisenstadt.
http://www.sec.gov/Archives/edgar/data/1071941/000095012310053943/c01888exv99w1.htm
KADR NEW 52 WK LOW .005 4/20/2012 9:39 AM
Why has KADR traded only 12,600 shares thus far on these HUGEEEE!!! developements?
As of the 4/5/12 KADR filing Arcadia was listing many various hirings but they still insisted upon saying "the Company will have no other operating businesses or sources of revenue" right?
"In the event the Services segment is sold, the Company will have no other operating businesses or sources of revenue."
http://www.sec.gov/Archives/edgar/data/1071941/000114036112019575/form8k.htm
Shareholders were excluded from voting yea or nay to holding an investment in a wothless company if the "Services" segment is sold? It looks very relevant to me.
Did KADR shareholders vote their consent via Proxy to the DailyMed sale or the current proposed sale of the "Services" segment? Absoulute no filings of a Proxy or shareholder vote were to be found.
I think KADR declaring bankruptcy is still a very viable option.
Where does KADR have the money to repay $40M in debt? How much cash does KADR have?:
"As of December 31, 2011
Cash and cash equivalents $ -"
http://www.sec.gov/Archives/edgar/data/1071941/000114036112009527/form10q.htm
Zero cash right?
Agreed, the refi dynamics for the April 1, 2012 deadline are entirely different from the deadline back in October 1, 2008.
Whole new ballgame with Comerica and KADR.
This KADR filing dated 1/31/08 says the $17M owed to Comerica was refi'd 8 MONTHS before the due date of October 1, 2008 right?:
"EX-99.1 2 rrd193260_23193.htm PRESS RELEASE DATED JANUARY 31, 2008
Arcadia HealthCare Announces $32.5M Extension of Maturities with
JANA Partners and Comerica Bank
Deals Improve Balance Sheet and Lowers Interest Expense
Indianapolis, Indiana - January 31, 2008 - Arcadia Resources, Inc. (AMEX: KAD) which provides innovative consumer health care services under the trade name Arcadia HealthCare, announced today that it has completed an extension of approximately $15.5 million of short-term debt held by affiliates of Jana Partners, LLC and the extension of approximately $17 million of short-term debt held by Comerica Bank in two separate transactions.
Under the terms of the agreements, the original debt obligations, one which was due on June 30, 2008 and the other which was due on October 1, 2008, will both have a new maturity date of October 1, 2009. Additionally, the JANA extension provides a fixed annual interest expense of 10% beginning on April 1, 2008, versus the previous rate of LIBOR +8%, resulting in a reduction in Arcadia's go-forward interest expense. All other material terms of the debt obligations remain unchanged."
http://www.sec.gov/Archives/edgar/data/1071941/000118143108006806/rrd193260_23193.htm
Why wasn't it refi'd 8 MONTHS prior to the April 1, 2012 deadline this time around?
"The obligations under the Comerica Credit Agreement matured on April 1, 2012."
http://www.sec.gov/Archives/edgar/data/1071941/000114036112019575/form8k.htm
Translation: Yes, Richardson was the CEO of the entire company since there is and never has been a CEO of the pharmacy segment.
All the KADR filings say Richardson was the CEO of the entire company (Arcadia Resources Inc.) and not the CEO of just the pharmacy segment right?
Did KADR have a CEO in place at that 2008 refi?
Answer: Yes
According to the updated IBox and the link contained therein, there is currently no CEO at Arcadia Resources Inc:
"Marvin R. Richardson, President & CEO and a director of Arcadia Resources, Inc. (the “Company”), resigned as President & CEO and a director of the Company effective March 16, 2012 to accept employment with Medication Adherence Solutions, LLC (“MAS”)."
http://www.sec.gov/Archives/edgar/data/1071941/000114036112016563/form8k.htm
Would the lack of a CEO make a difference to Comerica in so far as refinancing the debt is concerned? Richardson knew the debt was coming due April 1, 2012 but he decided to resign two weeks prior to 4/1/2012, so why didn't he stay along for the ride?
KADR sold DailyMedRx WITHOUT shareholder approval?
Call Arcadia's Headqurters and ask around the same way I did.
You'll eventually get thru to the right person and it didn't take me that long to get connected.
Mmmmmmm Nope! I called Arcadia's HQ and they told me that just about all of those were staffing positions.
Feel free to call them today before they close and you can hear straight from the horses mouth the same way I did earlier today.
I promised yesterday to get to the bottom of that "over a thousand jobs" comment and I did.
Arcadia Home Care & Staffing
Which means Arcadia is an employent agency of sorts:
Staffing
With more than 30 years of experience providing qualified personnel to our clients, you can be sure your request for staff will receive the special attention you deserve. Arcadia can provide trained professionals with skills tailored to your specifications.
Click on any of the following categories to learn more about Arcadia's specialized staffing personnel:
Why choose Arcadia?
We understand that hiring and retaining qualified, dependable personnel in a changing business environment is time-consuming and expensive. When Arcadia helps with your staffing needs, you will experience:
• Lower recruitment, hiring and orientation costs
• Reduced employee benefits costs
• Minimized personnel management liabilities
Arcadia recruits and hires only the best possible candidates, who are expressly qualified to suit the assignment. After identifying your specific requirements, we'll provide individuals with the experience, competency and professional credentials to ensure a good match with your business needs. Arcadia management will then continue to monitor and evaluate each employee's performance to maintain the highest quality service and ensure your complete satisfaction.
http://www.arcadiahealthcare.com/staffing.asp
Just got off the phone with Arcadia's HQ.
The jobs listed in your links are NOT jobs that KADR has up for grabs. Don't get me wrong, KADR does have in house jobs up for grabs but the vast majority of those listings are not.
As it turns out, KADR is a job broker of sorts that list the jobs sorta like an employment agency that lists jobs (and gets a cut or commission fee) but the actual employer will be with a different company other than Arcadia.
Good luck.
Yep, looks like KADR is in violation of SEC Regulation 14A:
"Portions of the definitive Proxy Statement for the Registrant’s fiscal 2011 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A within 120 days after the Registrant’s fiscal year end on March 31, 2011 are incorporated by reference into Part III of this Report"
http://www.sec.gov/Archives/edgar/data/1071941/000095012311062455/c19296e10vk.htm
Where's KADR's DEF14A filing for the 2011 Annual Meeting?
Why hasn't it been filed? Maybe KADR is witholding that filing along with JANA's Form 4 or 13G/A (whichever the case may be) stating they liquidated/sold the KADR shares.
One thing we do know for certain is that JANA is no longer showing any Arcadia Resources shares in their last 2 13F-HR filing and that is a FACT!
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001159159&owner=exclude&count=40
I kinda figured that "over a thousand" KADR job postings was a lie.
You have a link to KADR's "over a thousand" job openings?
I want to look into that a see if I can get to the bottom of it and put that argument to rest once and for all with the verifiable proof to back it up.