Attached files
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8-K/A - FORM 8-K/A - UNIVERSITY GENERAL HEALTH SYSTEM, INC. | c22425e8vkza.htm |
EX-99.3 - EXHIBIT 99.3 - UNIVERSITY GENERAL HEALTH SYSTEM, INC. | c22425exv99w3.htm |
EX-99.2 - EXHIBIT 99.2 - UNIVERSITY GENERAL HEALTH SYSTEM, INC. | c22425exv99w2.htm |
Exhibit 99.1
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Financial Statements
TrinityCare Senior Living, LLC and Subsidiaries
Contents
Page | ||||
Consolidated Financial Statements: |
||||
Report of Independent Registered Public Accounting Firm |
2 | |||
Consolidated Balance Sheets |
3 | |||
Consolidated Statements of Operations |
4 | |||
Consolidated Statements of Changes in Members Deficit |
5 | |||
Consolidated Statements of Cash Flows |
6 | |||
Notes to Consolidated Financial Statements |
7 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors
University General Health System, Inc.
7501 Fannin Street
Houston, TX 77054
We have audited the accompanying consolidated balance sheets of TrinityCare Senior Living, LLC and
Subsidiaries (the Company) as of December 31, 2010 and 2009, and the related consolidated
statements of operations, members equity (deficit), and cash flows for the years then ended. These
financial statements are the responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 2010 and 2009, and the
results of their operations and their cash flows for the years then ended in conformity with U.S.
generally accepted accounting principles.
HJ & Associates, LLC
Salt Lake City, UT
September 13, 2011
2
TrinityCare Senior Living, LLC and Subsidiaries
Consolidated Balance Sheets
As of December 31, 2010 and 2009
2010 | 2009 | |||||||
ASSETS |
||||||||
Cash |
$ | 343,674 | $ | 310,119 | ||||
Accounts receivable |
27,944 | 155,892 | ||||||
Prepaid expenses |
339,524 | 238,585 | ||||||
Total Current Assets |
711,142 | 704,596 | ||||||
Property and equipment |
17,166,201 | 17,092,195 | ||||||
Accumulated depreciation |
(3,165,490 | ) | (2,590,874 | ) | ||||
14,000,711 | 14,501,321 | |||||||
Loan costs |
193,123 | 233,716 | ||||||
Accumulated amortization |
(15,759 | ) | (13,058 | ) | ||||
177,364 | 220,658 | |||||||
Project development costs |
160,969 | 151,032 | ||||||
Deposits and reserves |
17,334 | 155,326 | ||||||
Total Assets |
$ | 15,067,520 | $ | 15,732,933 | ||||
LIABILITIES |
||||||||
Accounts payable |
$ | 418,674 | $ | 538,660 | ||||
Accrued expenses |
539,943 | 525,799 | ||||||
Related party payable |
| 140,000 | ||||||
Deferred revenue |
373,270 | 547,091 | ||||||
Line of credit |
76,813 | 76,972 | ||||||
Current portion of long-term debt |
6,507,087 | 6,200,167 | ||||||
Total Current Liabilities |
7,915,787 | 8,028,689 | ||||||
Long-term debt, net of current portion |
12,055,780 | 12,842,244 | ||||||
Total Liabilities |
19,971,567 | 20,870,933 | ||||||
MEMBERS DEFICIT |
||||||||
Members capital |
5,423,237 | 4,247,309 | ||||||
Accumulated deficit |
(9,017,691 | ) | (8,522,489 | ) | ||||
Total TrinityCare Senior Living, LLCs Members Deficit |
(3,594,454 | ) | (4,275,180 | ) | ||||
Noncontrolling interest |
(1,309,593 | ) | (862,820 | ) | ||||
Total Members Deficit |
(4,904,047 | ) | (5,138,000 | ) | ||||
Total Liabilities and Members Deficit |
$ | 15,067,520 | $ | 15,732,933 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
3
TrinityCare Senior Living, LLC and Subsidiaries
Consolidated Statements of Operations
2010 | 2009 | |||||||
Revenues: |
||||||||
Resident revenue |
$ | 7,030,385 | $ | 6,351,122 | ||||
Other revenue |
147,965 | 133,476 | ||||||
TOTAL REVENUES |
7,178,350 | 6,484,598 | ||||||
Expenses: |
||||||||
Salaries, benefits and other employee costs |
3,297,297 | 3,442,390 | ||||||
General and administrative |
2,861,262 | 2,661,122 | ||||||
Depreciation and amortization |
588,032 | 647,447 | ||||||
TOTAL OPERATING EXPENSES |
6,746,591 | 6,760,959 | ||||||
OPERATING INCOME (LOSS) |
431,759 | (276,361 | ) | |||||
Interest expense |
1,162,734 | 1,230,337 | ||||||
NET LOSS BEFORE NONCONTROLLING INTEREST |
(730,975 | ) | (1,506,698 | ) | ||||
NONCONTROLLNG INTEREST IN NET LOSS |
235,773 | 586,231 | ||||||
NET LOSS |
$ | (495,202 | ) | $ | (920,467 | ) | ||
The accompanying notes are an integral part of these consolidated financial statements.
4
TrinityCare Senior Living, LLC and Subsidiaries
Consolidated Statements of Members Deficit
Consolidated Statements of Members Deficit
Members | Accumulated | Total Members | Noncontrolling | Total | ||||||||||||||||
Capital | Deficit | Deficit | Interest | Deficit | ||||||||||||||||
Balance at January
1, 2009 |
$ | 3,972,241 | $ | (7,602,022 | ) | $ | (3,629,781 | ) | $ | | $ | (3,629,781 | ) | |||||||
Contributions |
275,068 | | 275,068 | | 275,068 | |||||||||||||||
Distributions |
| | | (276,589 | ) | (276,589 | ) | |||||||||||||
Net loss |
| (920,467 | ) | (920,467 | ) | (586,231 | ) | (1,506,698 | ) | |||||||||||
Balance, December
31, 2009 |
4,247,309 | (8,522,489 | ) | (4,275,180 | ) | (862,820 | ) | (5,138,000 | ) | |||||||||||
Distributions |
| | | (211,000 | ) | (211,000 | ) | |||||||||||||
Forgiveness of debt
by related party |
1,175,928 | | 1,175,928 | | 1,175,928 | |||||||||||||||
Net Loss |
(495,202 | ) | (495,202 | ) | (235,773 | ) | (730,975 | ) | ||||||||||||
Balance at December
31, 2010 |
$ | 5,423,237 | $ | (9,017,691 | ) | $ | (3,594,454 | ) | $ | (1,309,593 | ) | $ | (4,904,047 | ) | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
TrinityCare Senior Living, LLC and Subsidiaries
Consolidated Statements of Cash Flows
2010 | 2009 | |||||||
Cash flows from operating activities: |
||||||||
Net loss |
$ | (730,975 | ) | $ | (1,506,698 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Bad debt expense |
31,061 | | ||||||
Depreciation and amortization |
585,331 | 579,004 | ||||||
Loan amortization costs |
2,701 | 78,443 | ||||||
Non cash
interest expense |
| 25,000 | ||||||
Impairment on deferred loan costs |
40,000 | | ||||||
Net changes in other operating assets and liabilities: |
||||||||
Accounts receivable |
96,887 | (74,272 | ) | |||||
Prepaid expenses |
(100,939 | ) | 20,332 | |||||
Deposits and reserves |
137,992 | 115,750 | ||||||
Accounts payable |
(119,986 | ) | 56,173 | |||||
Related party payables |
| 140,000 | ||||||
Accrued expenses |
537,084 | (65,578 | ) | |||||
Deferred revenue |
(173,821 | ) | 408,054 | |||||
Net cash used in operating activities |
305,335 | (223,792 | ) | |||||
Cash flows from investing activities: |
||||||||
Purchase of property and equipment |
(60,996 | ) | (139,115 | ) | ||||
Project development costs |
(9,937 | ) | (141,912 | ) | ||||
Net cash used in investing activities |
(70,933 | ) | (281,027 | ) | ||||
Cash flows from financing activities: |
||||||||
Loan costs |
| (54,032 | ) | |||||
Proceeds from issuance of long-term debt |
114,062 | 431,745 | ||||||
Repayments
on long-term debt |
(283,576 | ) | (269,673 | ) | ||||
Proceeds from notes payable to related party |
87,103 | | ||||||
Repayments of notes payable to related party |
(34,103 | ) | | |||||
Contributions from members |
| 250,068 | ||||||
Distribution to members |
(84,333 | ) | (89,334 | ) | ||||
Net cash provided by financing activities |
(200,847 | ) | 268,774 | |||||
Net increase (decrease) in cash and cash equivalents |
33,555 | (236,045 | ) | |||||
Cash and cash equivalents at beginning of period |
310,119 | 546,164 | ||||||
Cash and cash equivalents at end of period |
$ | 343,674 | $ | 310,119 | ||||
Supplemental disclosure of cash flow information: |
||||||||
Interest paid |
$ | 1,200,397 | $ | 1,330,520 | ||||
Taxes paid |
$ | | $ | | ||||
Supplemental non-cash financing activities |
||||||||
Contributed capital accounts payable settled by member |
$ | 514,010 | $ | | ||||
Contributed capital notes payable settled by member |
$ | 661,918 | $ | |
The accompanying notes are an integral part of these consolidated financial statements.
6
TrinityCare Senior Living, LLC and Subsidiaries
Notes to Consolidated Financial Statements
As of December 31, 2010 and 2009
Notes to Consolidated Financial Statements
As of December 31, 2010 and 2009
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
TrinityCare Senior Living, LLC (TCSL) (the Company) is a management company for a consolidated
group of senior living facilities in the United States, operating in Texas and Tennessee. Of the
three communities that the Company operated at December 31, 2010, TrinityCare Senior Living, LLC
was a minority unit holder in each.
Nature of Business
TrinityCare Senior Living partners with churches and developers to develop own and manage quality
senior living facilities that enrich the faith of the residents, and provide single structure,
state-of-the art independent living, assisted living, memory care and adult day care facilities.
The Company is a rapidly growing business, with three successful facilities in Texas and Tennessee,
with expansion into Louisiana and the Southeastern part of the United States. It offers community
living services, including meals, housekeeping, laundry, transportation, social, spiritual and
recreational activity, and medication assistance, health care monitoring, as well as access to
health screenings, such as blood pressure checks; periodic special services, including influenza
inoculations; dietary health management programs; and ongoing exercise and fitness classes.
The Company also offers coordination with physician care, ambulation assistance, bathing, dressing,
eating, grooming, and personal hygiene services; maintenance services; and special memory care
services, such as services for residents with certain forms of dementia or Alzheimers disease.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries.
All significant intercompany accounts and transactions have been eliminated. The consolidated
companies are:
Date of | ||||||||
Company Name | Organization | Purpose of Entity | ||||||
TrinityCare Senior Living, LLC |
July 13, 2005 | Management Company | ||||||
TrinityCare Senior Living of Knoxville, LLC |
October 25, 2004 | Facility | ||||||
TrinityCare Senior Living of Pearland, LLC |
January 12, 2000 | Facility | ||||||
TC Senior Living of Port Lavaca, LLC |
January 24, 2005 | Facility |
Management believes that there is only one business segment.
Basis of Accounting
The Companys policy is to prepare its financial statements on the accrual basis of accounting in
accordance with accounting principles generally accepted in the United States of America. Revenues
are recognized in the period in which services are provided and earned. Expenses are recognized in
the period in which they are incurred.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Management believes that these estimates are reasonable and have been discussed with the
Companys management; however, actual results could differ from those estimates.
7
TrinityCare Senior Living, LLC and Subsidiaries
Notes to Consolidated Financial Statements
As of December 31, 2010 and 2009
Notes to Consolidated Financial Statements
As of December 31, 2010 and 2009
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Financial Instruments
The Companys balance sheets include the following financial instruments: cash, accounts
receivable, accounts payable, accrued expense, mortgages and notes payable. The carrying amounts of
current assets and current liabilities approximate their fair value because of the relatively short
period of time between the origination of these instruments and their expected realization. The
carrying values of the mortgages and notes payable approximates fair value based on borrowing rates
currently available to the Company for instruments with similar terms and remaining maturities.
Cash and Cash Equivalents
For purposes of the Consolidated Statements of Cash Flows, the Company considers all highly liquid
debt instruments purchased with a maturity of three months or less to be cash equivalents. The
majority of cash is maintained with a major financial institution in the United States. Deposits
with this bank may exceed the amount of insurance provided on such deposits. Generally, these
deposits may be redeemed on demand and, therefore, bear minimal risk.
Accounts Receivable
Accounts receivable consist of amounts due for credit issued to resident customers for facility
rentals. Revenue for service is recognized when service is performed. An allowance for doubtful
accounts is considered to be established for any amounts that may not be recoverable, which is
based on an analysis of the Companys customer credit worthiness, and current economic trends. Bad
debts are charged when a receivable is considered uncollectible. Based on managements review of
accounts receivable, no allowance for doubtful accounts was considered necessary. Receivables are
determined to be past due, based on payment terms of original invoices. The Company does not
typically charge interest on past due receivables.
Property and Equipment
Property and equipment is stated at cost. Depreciation of property and equipment is computed on
the straight-line basis over the estimated useful lives of the assets, which range from five to
thirty-one and one half years.
In accordance with Statement of Financial Accounting Standards ASC 360, Accounting for Impairment
or Disposal of Long-Lived Assets, long-lived assets such as property, equipment and identifiable
intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying
value may not be recoverable. When required impairment losses on assets to be held and used are
recognized based on the fair value of the asset. The fair value is determined based on estimates
of future cash flows, market value of similar assets, if available, or independent appraisals, if
required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted
cash flows, an impairment loss is recognized for the difference between the carrying amount and
fair value of the asset. When fair values are not available, the Company estimates fair value
using the expected future cash flows discounted at a rate commensurate with the risk associated
with the recovery of the assets. The Company did not recognize any impairment losses for any
periods presented.
Income Taxes
The Companys financial statements do not include a provision for income taxes because the taxable
income of the consolidating companies is included in the income tax returns of the members, as
allowed under the Internal Revenue Service (IRS) tax treatment of a Limited Liability Company.
The
Financial Accounting Standards Board issued new guidance on
accounting for uncertainty in income taxes. The Company adopted this
new guidance for the year ended December 31, 2010. Management
evaluated the Companys tax positions and concluded that the
Company had taken no uncertain tax positions that require adjustment
to the financial statements to comply with the provisions of this
guidance. With few exceptions, the Company is no longer subject to
income tax examinations by the U.S. federal, state or local tax
authorities for years before 2007.
Advertising and Promotions
The Company follows the policy of charging advertising, marketing and promotions to expense as
incurred. Advertising expense was $51,164 and $177,180 for the years ended December 31, 2010 and
2009, respectively, the majority of which includes the cost of marketing staff for all of the
facilities.
8
TrinityCare Senior Living, LLC and Subsidiaries
Notes to Consolidated Financial Statements
As of December 31, 2010 and 2009
Notes to Consolidated Financial Statements
As of December 31, 2010 and 2009
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Variable Interest Entities
TrinityCare Senior Living, LLC holds a noncontrolling equity interest in ventures established
to develop or acquire and own senior living communities. Those ventures are generally limited
liability companies. TCSL equity interest in these ventures generally ranges from 15% to 45%.
ASC 810, Consolidation, addresses the consolidation of entities to which the usual condition
(ownership of a majority voting interest) of consolidation does not apply. This interpretation
focuses on controlling financial interests that may be achieved through arrangements that do not
involve voting interest. If an enterprise holds a majority of the variable interests of an entity,
it would be considered the primary beneficiary. The primary beneficiary is generally required to
consolidate assets, liabilities and non-controlling interests.
TrinityCare Senior Living, LLC reviews all of our ventures to determine if they are variable
interest entities (VIEs). If a venture meets the requirements and is a VIE, TCSL must then
determine if it is the primary beneficiary of the VIE. Estimates are required for the computation
and probability of estimated cash flows, expected losses and expected residual returns of the VIE
to determine if TCSL is the primary beneficiary of the VIE and therefore required to consolidate
the venture. The entities included in these consolidated statements have been identified as VIEs
requiring consolidation.
Nature and Classification of the Noncontrolling Interest in the Consolidated Financial Statements
TrinityCare Senior Living, LLC is the controlling interest of the affiliated group. TCSL has a
varying ownership investment in each entity, as of December 31, 2010 and 2009, as follows:
2010 | 2009 | |||||||
TrinityCare Senior Living of Pearland, LLC |
27.7 | % | 27.7 | % | ||||
TrinityCare Senior Living of Knoxville, LLC |
15.2 | % | 15.2 | % | ||||
TC Senior Living of Port Lavaca, LLC |
44.7 | % | 44.7 | % |
A noncontrolling interest is the portion of the equity in a subsidiary not attributable, directly
or indirectly, to a parent. A noncontrolling interest, minority interest, is the ownership held by
owners other than the consolidating parent. The noncontrolling interest is reported in the
consolidated statement of financial position separately from the parents equity. The minority
interest in the current years income (loss) is segregated from the earnings (loss) attributable to
the controlling parent. Minority ownership equity interest in the consolidating subsidiaries is
increased by equity contributions and proportionate share of the subsidiaries earnings and is
reduced by dividends, distributions and proportionate share of the subsidiaries incurred losses.
Subsequent Events
The Company evaluates subsequent events through the date when financial statements are issued. The
Company, which files reports with the SEC, considers its consolidated financial statements issued
when they are widely distributed to users, such as upon filing of the financial statements on
EDGAR, the SECs Electronic Data Gathering, Analysis and Retrieval system.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards
Board (FASB) or other standard setting bodies that are adopted by the Company as of the effective
dates. Management believes that the impact of recently issued standards that are not yet effective
will not have a material impact on the Companys financial position or results of operations upon
adoption.
9
TrinityCare Senior Living, LLC and Subsidiaries
Notes to Consolidated Financial Statements
As of December 31, 2010 and 2009
Notes to Consolidated Financial Statements
As of December 31, 2010 and 2009
NOTE 2: PROPERTY AND EQUIPMENT
Property and equipment consist of:
2010 | 2009 | |||||||
Machinery & Equipment |
$ | 561,160 | $ | 511,196 | ||||
Landscaping |
327,390 | 326,750 | ||||||
Furniture & Fixtures |
672,286 | 645,805 | ||||||
Building |
14,314,811 | 14,311,923 | ||||||
Vehicles |
138,339 | 132,328 | ||||||
Office Equipment |
47,216 | 59,193 | ||||||
Land |
1,105,000 | 1,105,000 | ||||||
Total Property and Equipment |
17,166,201 | 17,092,195 | ||||||
Accumulated Depreciation |
(3,165,490 | ) | (2,590,874 | ) | ||||
Property and Equipment, net |
$ | 14,000,711 | $ | 14,501,321 | ||||
Depreciation of property and equipment was $585,331 and $579,004 for the years ended December 31,
2010 and 2009, respectively.
NOTE 3: DEBT
At December 31, 2010 and 2009, short-term debt consisted of:
2010 | 2009 | |||||||||||
Line of credit payable to bank
collateralized by corporate assets
payable. Total line is $80,000, $3,187
and $3,028 available as of December 31,
2010 and 2009, respectively |
||||||||||||
TCSL |
(1 | ) | $ | 76,813 | $ | 76,972 | ||||||
Current Portion of Long-Term Debt |
6,507,087 | 6,200,167 | ||||||||||
Total Short-Term Debt |
$ | 6,583,900 | $ | 6,277,139 | ||||||||
At December 31, 2010 and 2009, long-term debt consisted of:
2010 | 2009 | |||||||||||
Mortgage and notes payable to banks
collateralized by real estate, due in
monthly installments: |
||||||||||||
Knoxville |
(2 | ) | $ | 5,912,916 | $ | 6,043,167 | ||||||
Pearland |
(3 | ) | 6,237,924 | 6,296,845 | ||||||||
Port Lavaca |
(4 | ) | 5,375,425 | 5,375,425 | ||||||||
TCSL |
(5 | ) | 46,509 | 49,264 | ||||||||
17,572,774 | 17,764,701 | |||||||||||
Less current portion |
(6,307,087 | ) | (6,200,167 | ) | ||||||||
$ | 11,265,687 | $ | 11,564,534 | |||||||||
Long-term debt payable to individuals: |
||||||||||||
Knoxville |
(6 | ) | $ | 200,000 | $ | 200,000 | ||||||
Port Lavaca |
(7 | ) | 200,000 | 200,000 | ||||||||
TCSL, payable to member |
(8 | ) | 485,520 | 790,461 | ||||||||
Other |
(9 | ) | 104,573 | 87,429 | ||||||||
990,093 | 1,277,890 | |||||||||||
Less current portion |
(200,000 | ) | | |||||||||
790,093 | 1,277,890 | |||||||||||
Total Long-Term Debt |
$ | 12,055,780 | $ | 12,842,424 | ||||||||
10
TrinityCare Senior Living, LLC and Subsidiaries
Notes to Consolidated Financial Statements
As of December 31, 2010 and 2009
Notes to Consolidated Financial Statements
As of December 31, 2010 and 2009
NOTE 3: DEBT (CONTINUED)
Notes to debt instruments:
(1) | Line of credit with Wells Fargo Bank bearing interest at Prime plus 7.25%. |
|
(2) | Note payable due to Citizens National Bank of Sevierville bearing interest at 7% and due on June 13, 2013. |
|
(3) | Note payable due to Davis-Penn Mortgage Co. bearing interest at 5.75% and due on June 1, 2043. |
|
(4) | Note payable due to Trustmark National Bank bearing interest at 2.75% above LIBOR and due on March 31,
2010. The Company refinanced the note in 2010 with a due date on May 31, 2011. |
|
(5) | Note payable to Citizens National Bank of Sevierville bearing interest at 6.95% and due on November 7, 2011. |
|
(6) | Notes payable to individuals bearing interest of 10% and due on December 31, 2012. |
|
(7) | Note payable to individual bearing interest of 10% and due on demand. |
|
(8) | Note payable to Member for capital contributions to the Company bearing interest at 6.50%. |
|
(9) | Various notes payable, bearing interest at various rates and due on various dates beginning in 2011. |
2010 | ||||
Long-term debt maturities (excluding line of credit): |
||||
2011 |
$ | 6,507,087 | ||
2012 |
732,139 | |||
2013 |
5,300,595 | |||
2014 |
80,245 | |||
2015 thereafter |
5,942,801 | |||
$ | 18,562,867 | |||
Interest expense during the years ended December 31, 2010 and 2009 amounted to $1,162,734 and
$1,230,337, respectively.
NOTE 4: COMMITMENTS AND CONTINGENCIES
The Company leases an office space under an operating lease with Donald W. Sapaugh, individually on
a fair market basis. This lease requires monthly payments of $4,000, with no maturity date, and is
cancelable by Donald W. Sapaugh at any time. The Company is required to pay all costs such as
property taxes, maintenance, and insurance on the property under lease. The building is
approximately 2,200 square feet of office space, and over 500 square feet of storage, for a total
cost of $1.48 per square foot per month.
Rent expense was $48,000 and $48,000 for December 31, 2010 and 2009, respectively.
From time to time the Company may be a party to litigation matters involving claims against the
Company. Management believes that there are no current matters that would have a material adverse
effect on the Companys financial position or results of operations.
NOTE 5: RELATED PARTY TRANSACTIONS
As more fully set out in Note 3 to these financial statements, the Company is indebted to some of
our officers and directors. See Note 3 item (8) for further details.
Additionally, the Company leases an office space under an operating lease with Donald W. Sapaugh,
the Companys President, individually on a fair market basis. See Note 4 for further details.
The amounts and terms of the above transactions may not necessarily be indicative of the amounts
and terms that would have been incurred had comparable transactions been entered into with
independent third parties.
11
TrinityCare Senior Living, LLC and Subsidiaries
Notes to Consolidated Financial Statements
As of December 31, 2010 and 2009
Notes to Consolidated Financial Statements
As of December 31, 2010 and 2009
NOTE 5: SUBSEQUENT EVENTS
On June 28, 2011, the Company entered into an agreement to sell the business assets of TrinityCare Senior Living of Pearland, LLC, TrinityCare
Senior Living of Knoxville, LLC, TC Senior Living of Port Lavaca, LLC, and 51% of the
ownership of TrinityCare Senior Living LLC to University General
Health System, Inc. (UGHS) for a total purchase consideration of $16.5 million. The sale was closed June 30, 20011 and
purchase price consisted of $1.4 million
in cash, approximately $2.8 million in seller subordinated promissory notes payable over two years,
and the remainder through the issuance of stock valued at approximately $12.3 million.
Management of the Company has evaluated subsequent events through September 13, 2011, which
is the date these financial statements were available for issuance and concluded that no subsequent
events had occurred that will require negotiation in the financial statements or disclosures in the
notes to the financial statement other than the acquisition by UGHS
discussed above.
12