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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)
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)
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 Alzheimer’s 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 Company’s 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 Company’s management; however, actual results could differ from those estimates.

 

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Financial Instruments
The Company’s 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 Company’s customer credit worthiness, and current economic trends. Bad debts are charged when a receivable is considered uncollectible. Based on management’s 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 Company’s 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 VIE’s requiring consolidation.

 

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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 parent’s equity. The minority interest in the current year’s 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.

 

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