Attached files
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8-K/A - FORM 8-K/A - UNIVERSITY GENERAL HEALTH SYSTEM, INC. | c22425e8vkza.htm |
EX-99.1 - EXHIBIT 99.1 - UNIVERSITY GENERAL HEALTH SYSTEM, INC. | c22425exv99w1.htm |
EX-99.3 - EXHIBIT 99.3 - UNIVERSITY GENERAL HEALTH SYSTEM, INC. | c22425exv99w3.htm |
Exhibit 99.2
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Interim Consolidated Financial Statements
(Unaudited)
(Unaudited)
TrinityCare Senior Living, LLC and Subsidiaries
Contents
Page | ||||
Interim Consolidated Financial Statements (Unaudited): |
||||
Interim
Consolidated Balance Sheets as of June 30, 2011 (Unaudited) and December 31, 2010 |
2 | |||
Interim
Consolidated Statements of Operations (Unaudited) for the six months ended June
30, 2011 and 2010 |
3 | |||
Interim
Consolidated Statements of Changes in Members Deficit (Unaudited) for the six
months ended June 30, 2011 |
4 | |||
Interim
Consolidated Statements of Cash Flows (Unaudited) for the six months ended June
30, 2011 and 2010 |
5 | |||
Notes to Interim Consolidated Financial Statements (Unaudited) |
6 |
TrinityCare Senior Living, LLC and Subsidiaries
Interim Consolidated
Balance Sheets
June 30, | ||||||||
2011 | December 31, | |||||||
(Unaudited) | 2010 | |||||||
ASSETS |
||||||||
Cash |
$ | 198,526 | $ | 343,674 | ||||
Accounts receivable |
45,863 | 27,944 | ||||||
Prepaid expenses and other current assets |
426,280 | 339,524 | ||||||
Total Current Assets |
670,669 | 711,142 | ||||||
Property and equipment, net |
13,715,366 | 14,000,711 | ||||||
Other assets |
342,756 | 355,667 | ||||||
Total Assets |
$ | 14,728,791 | $ | 15,067,520 | ||||
LIABILITIES |
||||||||
Accounts payable |
$ | 637,009 | $ | 418,674 | ||||
Accrued expenses |
197,647 | 539,943 | ||||||
Deferred revenue |
267,575 | 373,270 | ||||||
Line of credit |
76,813 | 76,813 | ||||||
Current portion of long-term debt |
6,444,681 | 6,507,087 | ||||||
Total Current Liabilities |
7,623,725 | 7,915,787 | ||||||
Long term debt, net of current |
12,055,780 | 12,055,780 | ||||||
Total Liabilities |
19,679,505 | 19,971,567 | ||||||
MEMBERS DEFICIT |
||||||||
Members Capital |
5,423,237 | 5,423,237 | ||||||
Accumulated deficit |
(8,887,922 | ) | (9,017,691 | ) | ||||
Trinity Care Senior Living, LLC Members Deficit |
(3,464,685 | ) | (3,594,454 | ) | ||||
Noncontrolling interest |
(1,486,029 | ) | (1,361,751 | ) | ||||
Total Members Deficit |
(4,950,714 | ) | (4,904,047 | ) | ||||
Total Liabilities and Members Deficit |
$ | 14,728,791 | $ | 15,067,520 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
2
TrinityCare Senior Living, LLC and Subsidiaries
Interim Consolidated
Statements of Operations
(Unaudited)
Six Months | ||||||||
Ended June 30, | ||||||||
2011 | 2010 | |||||||
REVENUES: |
||||||||
Resident revenue |
$ | 3,683,078 | $ | 3,374,946 | ||||
Other revenue |
245,180 | 86,640 | ||||||
Total Revenues |
3,928,258 | 3,461,586 | ||||||
EXPENSES |
||||||||
Salaries, benefits, and other employee costs |
1,792,961 | 1,826,405 | ||||||
General and administrative |
1,213,939 | 1,358,492 | ||||||
Depreciation and amortization |
299,767 | 291,707 | ||||||
TOTAL OPERATING EXPENSES |
3,306,667 | 3,476,604 | ||||||
OPERATING INCOME (LOSS) |
621,591 | (15,018 | ) | |||||
Interest expense |
562,758 | 576,526 | ||||||
INCOME (LOSS) BEFORE INCOME TAX |
58,833 | (591,544) | ) | |||||
Income tax expense (benefit) |
| | ||||||
NET INCOME (LOSS) BEFORE NON CONTROLLING INTEREST |
58,833 | (591,544 | ) | |||||
Non controlling interest in subsidiary loss |
70,936 | 182,494 | ||||||
NET INCOME (LOSS) |
$ | 129,769 | $ | (409,050 | ) | |||
The accompanying notes are an integral part of these consolidated financial statements.
3
TrinityCare Senior Living, LLC and Subsidiaries
Consolidated Statements of Members Deficit
(Unaudited)
Members | Accumulated | Total Members | Noncontrolling | Total | ||||||||||||||||
Capital | Deficit | Deficit | Interest | Deficit | ||||||||||||||||
Balance at December 31, 2010 (audited) |
$ | 5,423,237 | $ | (9,017,691 | ) | $ | (3,594,454 | ) | $ | (1,309,593 | ) | $ | (4,904,047 | ) | ||||||
Distributions to subsidiary members |
| | | (105,500 | ) | (105,500 | ) | |||||||||||||
Net income (loss) |
| 129,769 | 129,769 | (70,936 | ) | 58,833 | ||||||||||||||
Balance at June 30, 2011 |
$ | 5,423,237 | $ | (8,887,922 | ) | $ | (3,464,685 | ) | $ | (1,486,029 | ) | $ | (4,950,714 | ) | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
TrinityCare Senior Living, LLC and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended June 30, | ||||||||
2011 | 2010 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net income (loss) |
$ | 58,833 | $ | (591,544 | ) | |||
Adjustment to reconcile net income (loss) to net cash used by operations: |
||||||||
Depreciation and amortization |
299,767 | 291,707 | ||||||
Loan amortization costs |
| 11,764 | ||||||
Bad debt expense |
| 26,050 | ||||||
Net changes in other operating assets and liabilities: |
||||||||
Accounts receivable |
(17,919 | ) | 86,917 | |||||
Related party receivables and payables |
| 375,000 | ||||||
Deferred revenue |
(105,695 | ) | (351,863 | ) | ||||
Prepaid expenses and other assets |
(73,845 | ) | (71,666 | ) | ||||
Accounts
payable and accrued expenses |
(123,961 | ) | 160,392 | |||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES |
37,180 | (63,243 | ) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Purchase of property and equipment |
(14,422 | ) | (12,425 | ) | ||||
Project development costs |
| (105,092 | ) | |||||
Project
development costs - recoveries |
| 91,334 | ||||||
NET CASH USED BY INVESTING ACTIVITIES |
(14,422 | ) | (26,183 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Distributions to subsidiary members |
(105,500 | ) | | |||||
Net borrowings (payments) under notes payable |
(62,406 | ) | (20,118 | ) | ||||
Loan costs |
| (13,439 | ) | |||||
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES |
(167,906 | ) | (33,557 | ) | ||||
NET DECREASE IN CASH AND CASH EQUIVALENTS |
(145,148 | ) | (122,983 | ) | ||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
343,674 | 310,119 | ||||||
CASH AND CASH EQUIVALENT AT END OF PERIOD |
$ | 198,526 | $ | 187,136 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
||||||||
Interest paid |
$ | 587,689 | $ | 614,188 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
5
TrinityCare Senior Living, LLC and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Notes to Consolidated Financial Statements (Unaudited)
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Financial Statement Presentation
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.
These unaudited consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and notes thereto for the year ended December 31, 2010 included
in this Current Report on Form 8-K/A (Amendment No. 1) as exhibit 99.1. These unaudited
consolidated financial statements have been prepared in accordance with U.S. GAAP for interim
financial information. Accordingly, they do not include all of the information and notes required
by GAAP for complete financial statements. In accordance with Article 10 of Regulation S-X, the
unaudited interim financial statements disclose those events which have occurred subsequent to the
end of the most recent fiscal year and which had a material impact on the Company. In the opinion
of management, the unaudited consolidated financial statements reflect all adjustments which are
necessary for the fair presentation of the results for the periods presented. Because the Company
is a privately held, certain items that would be applicable to a publicly traded company have been
omitted from these financial statements.
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 has three facilities in Texas and Tennessee,
with expansion plans 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.
6
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.
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%.
FASB ASC Topic 810, Consolidations, 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 noncontrolling interests.
TrinityCare Senior Living, LLC reviews all of its 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.
7
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.
NOTE 2: SUBSEQUENT EVENT
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) [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 recognition in the financial
statements or disclosures in the notes to the financial statements
other than the acquisition by UGHS discussed above] for a total purchase consideration of $16.5 million. The sale
was closed June 30, 2011 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.
8