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EX-99 - EXHIBIT 99.3 - REGIONAL HEALTH PROPERTIES, INCexhibit993pf.pdf
8-K/A - ADCARE HEALTH SYSTEMS INC 8KA 121510 - REGIONAL HEALTH PROPERTIES, INCadcare8ka121510.htm
EX-99 - EXHIBIT 99.2 - REGIONAL HEALTH PROPERTIES, INCexhibit992.htm
EX-99 - EXHIBIT 99.3 - REGIONAL HEALTH PROPERTIES, INCexhibit993.htm

Exhibit 99.1


COOSA VALLEY HEALTH CARE, INC.

BALANCE SHEETS

SEPTEMBER 30, 2010 AND JUNE 30, 2010

(UNAUDITED)

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

September 30,

2010

 

June 30,

2010

 

 

 

 

Current Assets




  Cash

$   300,534


$   180,198

  Patient Accounts Receivable, Net of Allowance for Doubtful

    Accounts of $35,267 and $77,635, Respectively


437,265



551,096

  Prepaid Expenses

4,183


14,716

  Property and Equipment, Held for Sale

333,962


332,893

 




Total Assets

$1,075,944


$1,078,903

 




 




LIABILITIES AND STOCKHOLDERS’ DEFICIT

 




Current Liabilities




  Note Payable

$   395,875


$   420,393

  Accounts Payable

106,607


134,473

  Taxes and Other Employee Withholding

62,927


70,567

  Accrued Salaries and Wages

84,086


87,672

  Accrued Expenses

40,458


27,950

  Estimated Third-Party Payor Settlements

40,051


40,051

  Loan from Stockholder

150,000


150,000

  Due to Related Parties

240,050


163,921

 




 

1,120,054


1,095,027

 




Stockholders’ Deficit




  Common Stock, $0.10 Par Value; 100,000 Shares




    Authorized and Outstanding

10,000


10,000

  Accumulated Deficit

(54,110)


(26,124)

 




 

(44,110)


(16,124)

 




Total Liabilities and Stockholders’ Deficit

$1,075,944


$1,078,903




The accompanying notes are an integral part of these balance sheets.



1




COOSA VALLEY HEALTH CARE, INC.

STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(UNAUDITED)

 

 

 

 

 

 

 

 

 

2010

 

2009

 

 

 

 

Revenue




  Net Patient Services

$1,491,171


$1,618,768

  Other

-     


300

 




 

1,491,171


1,619,068

 




Operating Expenses




  Administrative

354,858


249,962

  Employee Benefits

57,587


76,882

  Nursing Service

720,791


782,707

  Rehabilitation Therapy

18,659


13,304

  Dietary

170,148


176,321

  Housekeeping

65,853


66,815

  Laundry

20,527


23,354

  Operation of Plant

65,086


56,433

  Social Services

9,152


8,502

  Activities

6,777


6,741

  Provision for Bad Debts

(6,805)


3,618

  Depreciation and Amortization

-     


20,310

  Interest

8,310


7,723

 




 

1,490,943


1,492,672

 




Operating Income

228


126,396

 




Other Income




  Interest

286


240

 




Net Income

514


126,636

 




Accumulated Deficit, Beginning

(26,124)


(97,677)

 




  Dividends Paid

(28,500)


(59,000)

 




Accumulated Deficit, Ending

$ (54,110)


$    (30,041)




The accompanying notes are an integral part of these statements.



2



COOSA VALLEY HEALTH CARE, INC.

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(UNAUDITED)

 

 

 

 

 

 

 

 

 

2010

 

2009

 

 

 

 

Cash Flows from Operating Activities




  Net Income

$      514


$ 126,636

  Adjustments to Reconcile Net Income to




    Cash Provided by Operating Activities




      Depreciation and Amortization

-     


20,310

      Provision for Bad Debts

(6,805)


3,618

      Change In




        Patient Account Receivables, Net

120,636


31,979

        Prepaid Expenses

10,533


2,697

        Accounts Payable

(27,866)


(10,198)

        Taxes and Other Employee Witholding

(7,640)


(7,186)

        Accrued Salaries and Wages

(3,586)


(150)

        Accrued Expenses

12,508


(3,890)

 




 

98,294


163,816

 




Cash Flows from Investing Activities




  Purchases of Property and Equipment

(1,069)


(3,901)

 




Cash Flows from Financing Activities




  Payments to and Borrowings from Related Parties

76,129


(12,241)

  Principal Payments on Long-Term Debt

(24,518)


(32,420)

  Dividends Paid

(28,500)


(59,000)

 




 

23,111


(103,661)

 




Net Increase in Cash

120,336


56,254

 




Cash, Beginning

180,198


109,918

 




Cash, Ending

$300,534


$ 166,172

 




Supplemental Disclosure of Cash Flow Information




 




  Cash Payments for Interest

$   1,104


$     8,088



The accompanying notes are an integral part of these statements.



3




COOSA VALLEY HEALTH CARE, INC.


NOTES TO FINANCIAL STATEMENTS


(UNAUDITED)


(1)  Nature of Business and Summary of Significant Accounting Policies


Nature of Business


Coosa Valley Health Care, Inc. operates a 124-bed nursing home facility in Glencoe, Alabama.  The nursing home is licensed by the state of Alabama and is, therefore, subject to the rules and regulations of Alabama.


The accompanying financial statements have been prepared in accordance with the requirements for interim financial statements and, accordingly, they omit disclosures, which would substantially duplicate those contained in the most recent financial statements as of June 30, 2010.  The financial statements as of September 30, 2010 and 2009 and June 30, 2010 are unaudited and, in the opinion of management, include all adjustments considered necessary for a fair presentation.  The results of operations for the quarter ended September 30, 2010 are not necessarily indicative of the results of a full year’s operation.



(2)  Fair Value Measurements


ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:


·

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.


·

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.


·

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.


The estimated fair values of the Company’s short-term financial instruments, including cash, receivables and payables arising in the normal course of business, and current portions of debt, approximate their individual carrying amounts due to their relatively short period of time between origination and expected realization.  The Company does not have any other financial instruments measured at fair value on a recurring basis that require further disclosure.  Property and equipment held for sale as of September 30, 2010 and June 30, 2010 were measured at fair value on a nonrecurring basis and are recorded at the lower of cost or fair value less costs to sell.  The fair value of property and equipment held for sale was determined using level 3 inputs based on the amount of the sales contract.




4




(3)  Subsequent Events


Effective October 1, 2010, the Company sold its land, building, equipment, furniture and fixtures related to its nursing facility to Coosa Nursing ADK, LLC for $8,812,500.  The Company received cash proceeds of $8,246,000 (including additional consideration of $33,500 for inventory, supplies and bed taxes) and entered into a $600,000 promissory note with the purchaser.  The transaction resulted in a gain on sale of $8,512,038.


The Company entered into a promissory note receivable in the amount of $600,000 with Coosa Nursing ADK, LLC and AdCare Health Systems, Inc. concurrent with the sale of assets.  Under the terms of the note receivable, the Company will receive monthly payments of $100,000 plus accrued interest beginning on November 1, 2010 and continuing on the first day of each month until the note is paid in full.  The note receivable matures on April 1, 2011 and earns interest at a rate of eight percent per year.  


Concurrent with the sale of assets, the Company paid off its note payable with a financial institution.  The note payable had an outstanding balance of $395,875 as of September 30, 2010 and was scheduled to mature on February 7, 2014.  


In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through December 14, 2010, the date the financial statements were issued.



5





















COOSA VALLEY HEALTH CARE, INC.

GLENCOE, ALABAMA



FINANCIAL STATEMENTS AS OF

JUNE 30, 2010 AND 2009

(UNAUDITED)























COOSA VALLEY HEALTH CARE, INC.



CONTENTS





Balance Sheets (Unaudited)

 1


Statements of Operations and Accumulated Deficit (Unaudited)

 3


Statements of Cash Flows (Unaudited)

 4


Notes to Financial Statements (Unaudited)

 5







COOSA VALLEY HEALTH CARE, INC.

BALANCE SHEETS

JUNE 30, 2010 AND 2009

(UNAUDITED)

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

2010

 

2009

 

 

 

 

Current Assets




  Cash

$   180,198


$   109,918

  Patient Accounts Receivable, Net of Allowance for Doubtful




    Accounts of $35,261 and $77,635 in 2010 and 2009

551,096


579,254

  Prepaid Expenses

14,716


19,713

  Property and Equipment, Held for Sale

332,893


-     

 




 

1,078,903


708,885

 




Property and Equipment




  Land

-     


50,000

  Buildings and Improvements

-     


1,481,905

  Furniture, Fixtures and Equipment

-     


864,154

 




 

-     


2,396,059

 




  Accumulated Depreciation

-     


(2,015,169)

 




 

-     


380,890

 




 




Total Assets

$1,078,903


$1,089,775
















The accompanying notes are an integral part of these balance sheets.



1




COOSA VALLEY HEALTH CARE, INC.

BALANCE SHEETS

JUNE 30, 2010 AND 2009

(UNAUDITED)

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

2010

 

2009

 

 

 

 

Current Liabilities




  Current Maturities of Long-Term Debt

$   420,393


$     99,835

  Accounts Payable

134,473


154,635

  Taxes and Other Employee Withholding

70,567


76,814

  Accrued Salaries and Wages

87,672


99,703

  Accrued Expenses

27,950


26,075

  Estimated Third-Party Payor Settlements

40,051


40,051

  Loan from Stockholder

150,000


150,000

  Due to Related Parties

163,921


110,442

 




 

1,095,027


757,555

 




Long-Term Debt

-     


419,897

 




Stockholders’ Deficit




  Common Stock, $0.10 Par Value; 100,000 Shares




    Authorized and Outstanding

10,000


10,000

  Accumulated Deficit

(26,124)


(97,677)

 




 

(16,124)


(87,677)

 




Total Liabilities and Stockholders’ Deficit

$1,078,903


$1,089,775
















The accompanying notes are an integral part of these balance sheets.



2




COOSA VALLEY HEALTH CARE, INC.

STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT

FOR THE YEARS ENDED JUNE 30

(UNAUDITED)

 

 

 

 

 

 

 

 

 

2010

 

2009

 

 

 

 

Revenue




  Net Patient Services

$6,267,097


$6,583,923

  Other

29,521


34,467

 




 

6,296,618


6,618,390

 




Operating Expenses




  Administrative

1,096,745


1,279,910

  Employee Benefits

309,695


336,535

  Nursing Service

3,193,063


3,058,532

  Rehabilitation Therapy

72,512


104,886

  Dietary

733,237


765,845

  Housekeeping

254,056


253,871

  Laundry

88,513


97,884

  Operation of Plant

204,059


230,067

  Social Services

37,387


38,531

  Activities

32,294


21,126

  Medical Records

-     


648

  Provision for Bad Debts

45,869


118,498

  Depreciation and Amortization

54,160


82,430

  Interest

39,829


40,131

 




 

6,161,419


6,428,894

 




Operating Income

135,199


189,496

 




Other Income




  Interest

954


3,855

 




Net Income

136,153


193,351

 




Accumulated Deficit, Beginning

(97,677)


(18,028)

 




  Dividends Paid

(64,600)


(273,000)

 




Accumulated Deficit, Ending

$    (26,124)


$    (97,677)




The accompanying notes are an integral part of these consolidated statements.



3



COOSA VALLEY HEALTH CARE, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JUNE 30

(UNAUDITED)

 

 

 

 

 

 

 

 

 

2010

 

2009

 

 

 

 

Cash Flows from Operating Activities




  Net Income

$ 136,153


$ 193,351

  Adjustments to Reconcile Net Income to




    Cash Provided by Operating Activities




      Depreciation and Amortization

54,160


82,430

      Provision for Bad Debts

45,869


118,498

      Change In




        Patient Account Receivables, Net

(17,710)


(41,167)

        Other Receivables

-     


18,442

        Prepaid Expenses

4,996


57,890

        Accounts Payable

(20,162)


(13,059)

        Taxes and Other Employee Witholding

(6,247)


(15,484)

        Accrued Salaries and Wages

(12,031)


(53,258)

        Accrued Expenses

1,874


(54,405)

 




 

186,902


293,238

 




Cash Flows from Investing Activities




  Purchases of Property and Equipment

(6,163)


(41,458)

 




Cash Flows from Financing Activities




  Payments to and Borrowings from Related Parties

53,479


(61,118)

  Loan from Stockholder

-     


150,000

  Principal Payments on Long-Term Debt

(99,338)


(85,870)

  Dividends Paid

(64,600)


(273,000)

 




 

(110,459)


(269,988)

 




Net Increase (Decrease) in Cash

70,280


(18,208)

 




Cash, Beginning

109,918


128,126

 




Cash, Ending

$ 180,198


$ 109,918

 




Supplemental Disclosure of Cash Flow Information




 




  Cash Payments for Interest

$   38,016


$   35,876



The accompanying notes are an integral part of these consolidated statements.



4




COOSA VALLEY HEALTH CARE, INC.


NOTES TO FINANCIAL STATEMENTS


(UNAUDITED)


(1)  Nature of Business and Summary of Significant Accounting Policies


Nature of Business


Coosa Valley Health Care, Inc. operates a 124-bed nursing home facility in Glencoe, Alabama.  The nursing home is licensed by the state of Alabama and is, therefore, subject to the rules and regulations of Alabama.


Use of Estimates


Generally accepted accounting principles require management to make estimates and assumptions when preparing financial statements.  Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.  Actual results could differ from those estimates.


Receivables and Concentrations of Credit Risk


The Company grants credit without collateral to its residents.  Most of the residents are insured under governmental programs or third-party contractual agreements.  The collectibility or reliability of accounts receivable is dependent primarily upon the performance of the government unit, the third-party payor or the resident’s family.  Management does not believe significant credit risks are associated with accounts receivable.  Adequate provision for doubtful accounts has been established based upon historical experience, the aging of the account and the payor classification.  Uncollectible accounts are written off after all collection efforts have been exhausted.


The Company maintains its cash balances in a financial institution located in Gadsden, Alabama.  The balances are fully insured by the Federal Deposit Insurance Corporation under the Transaction Account Guarantee Program (which has been extended until December 31, 2010).


Property and Equipment - Held for Sale


On March 7, 2010, the Company entered into a purchase agreement with Coosa Nursing ADK, LLC to sell the land, building, equipment, furniture and fixtures related to its nursing facility.  The sales price is $8,812,500 and is expected to finalize on October 1, 2010.  The property and equipment held for sale are reported at the lower of their carrying amount or fair value less cost to sell.  Depreciation of property and equipment was discontinued when classified as held for sale.




5




(1)  Nature of Business and Summary of Significant Accounting Policies (Continued)


Property and Equipment and Depreciation


Depreciation of property and equipment is computed principally on the straight-line method over the following estimated useful lives:


 

Years

 

 

Buildings and Improvements

5-40

Furniture, Fixtures and Equipment

5-25



Maintenance and repairs of property and equipment are charged to operations and major improvements are capitalized.  Upon retirement, sale or other disposition of property and equipment, the cost and accumulated depreciation are eliminated from the accounts and a gain or loss is included in operations.


Revenue Recognition


Revenues are derived from services rendered to patients for long-term care and rehabilitation therapy services.


Revenues are recorded when services are provided based upon established rates adjusted for amounts expected to be received under third-party contractual arrangements with governmental providers, Medicare and Medicaid.  These revenues and receivables are stated at amounts estimated by management to be at their net realizable value.


For private pay in long-term care, the Company bills in advance for the following month, with the remittance being due on receipt of the statement and generally by the tenth day of the month services are performed.


Payments are received from the Medicare program under a prospective payment system (PPS).  For skilled nursing services, Medicare pays a fixed fee per Medicare patient day based on the acuity level of the patient.


Medicaid program payments for long-term care services are based upon fixed per diem rates negotiated with a managed care organization contracted by the state of Alabama.


Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation.  Noncompliance with such laws and regulations can be subject to regulatory actions including fines, penalties and exclusion from the Medicare and Medicaid programs.  Management believes the Company is in material compliance with all applicable laws and regulations.


The Medicare PPS methodology requires that patients be assigned to Resource Utilization Groups (RUGs) based on the acuity level of the patient to determine the amount paid for patient services.  The assignment of patients to the various RUG categories is subject to post-payment review by Medicare intermediaries.  Management believes the Company has made adequate provision for any adjustments that may result from these reviews.  Any differences between the net revenues recorded and the final determination will be adjusted in future periods as adjustments become known.



6




(1)  Nature of Business and Summary of Significant Accounting Policies (Continued)


Significant Accounting Policies (Continued)


Income Taxes


The Company, with consent of its stockholders, has elected to be taxed under sections of federal and state income tax law which provide that, in lieu of corporation income taxes, the stockholders separately account for their pro rata shares of the Company’s items of income, deductions, losses and credits.  As a result of this election, no income taxes have been recognized in the accompanying financial statements.


The Financial Accounting Standards Board (FASB) issued guidance on accounting for uncertainty in income taxes.  The Company adopted this new guidance for the year ended June 30, 2010.  Management evaluated the Company’s 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 or state tax authorities before 2006.


Recently Adopted or Issued Accounting Pronouncements


FASB’s Accounting Standards Codification (ASC) became effective July 1, 2009.  At that date, ASC became FASB’s officially recognized source of authoritative generally accepted accounting principles applicable to all public and nonpublic nongovernmental entities, superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and related literature.  All other accounting literature is considered nonauthoritative.  The change to ASC affects the way companies refer to generally accepted accounting principles in financial statements and accounting policies.  Citing particular content in ASC involves specifying the unique numeric path to the content through the topic, subtopic, section and paragraph of the structure.


In May 2009, FASB issued ASC 855, Subsequent Events.  This statement establishes principles and requirements for subsequent events, setting forth the period after the balance sheet date during which management of a reporting entity shall evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity shall recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity shall make about events or transactions that occurred after the balance sheet date.  This statement is effective for interim or annual financial periods ending after June 15, 2009, and shall be applied prospectively.  The adoption of this statement did not have a material effect on the Company’s financial condition or results of operations.


In September 2006, FASB issued ASC Topic 820 (formerly Statement of Financial Accounting Standards No. 157, Fair Value Measurements) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurement.  ASC 820 also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and sets out a fair value hierarchy with the highest priority being quoted prices in active markets.  Under ASC 820, fair value measurements are disclosed by level within that hierarchy.  On January 1, 2009, the Company adopted the remaining provisions of ASC 820 as it relates to nonfinancial assets and liabilities that are not recognized or disclosed at fair value on a recurring basis.  The adoption of ASC 820 did not have a material impact on the Company’s financial position, results of operations or cash flows.




7




(2)  Patient Accounts Receivable


Patient accounts receivable consist of the following at June 30:


 

2010

 

2009

 

 

 

 

Private Pay

$  91,613

 

$  99,638

Medicaid

356,362

 

422,308

Medicare

116,923

 

118,307

Other

21,459

 

16,636

 


 


 

586,357

 

656,889

 


 


Allowance for Doubtful Accounts

(35,261)

 

(77,635)

 


 


 

$551,096

 

$579,254



(3)  Long-Term Debt


The Company has a mortgage note payable to a financial institution which matures on February 7, 2014.  The mortgage note payable bears interest at 6 percent and is secured by real estate.  A stockholder of the Company has guaranteed the debt.  The debt has been classified in current liabilities as of June 30, 2010 since the debt is expected to be repaid with proceeds from the sale of property and equipment held for sale.



(4)  Restrictive Stock Transfer and Stock Purchase Agreement


The Company and its stockholders have entered into a buy-sell agreement that requires the Company or remaining stockholders to purchase the shares of the deceased stockholder.  The purchase price is set annually by the stockholders.  In the event of the death of a stockholder, the agreement is funded through life insurance.  If the insurance death benefits are less than the purchase price, the Company may pay the deficiency over a period of ten years with interest at the prime rate not to exceed 15 percent.  On December 2, 2000, one of the stockholders passed away.  The value of the shares at the date of death was $140,920.  As of June 30, 2010, the Company had not purchased the shares owned by the deceased stockholder.  Interest is due at a rate to be determined.





8




(5)  Concentrations in Revenue Sources


The Company provides patient care services under various third-party agreements.  The principal sources of revenue under these contracts are derived primarily through the Medicaid and Medicare programs, as well as contracts with private pay patients who do not qualify for assistance from the other programs.


The percentage of the Company’s income from each of these sources for the years ended June 30 is as follows:


 

2010

 

2009

 

 

 

 

Private Pay

8.3%

 

7.2%

Medicaid

80.5

 

81.2

Medicare

10.6  

 

11.5

Other

0.6

 

0.1

 


 


 

100.0%

 

100.0%


The percentage attributable to the patients includes revenues from private pay patients as well as the patients’ portions for services rendered under Medicaid and Medicare contracts, while Medicaid and Medicare percentages include only amounts actually due from those programs.



(6)  Related Party Transactions


The Company purchases certain supplies from a related company through common ownership.  Total purchases for the years ended June 30, 2010 and 2009 totaled $131,290 and $91,524, respectively.  At June 30, 2010 and 2009, the amount owed to the related party and included in the Company’s accounts payable totaled $6,409 and $5,443, respectively.


The Company reimburses health insurance premiums paid by a related company through common ownership.  Both companies are covered by the same insurance carrier.  Total payments for the years ended June 30, 2010 and 2009 totaled $161,273 and $149,754, respectively.  As of June 30, 2010 and 2009, the amount owed to the related party and included in the Company’s accounts payable totaled $14,966 and $12,537, respectively.


The Company purchases certain services for nurse aid training from a company whose owners are related.  Total payments made for the years ended June 30, 2010 and 2009 totaled $40,936 and $43,848, respectively.  As of June 30, 2010 and 2009, the amount owed to the related party and included in the Company’s accounts payable totaled $6,720 for each year.


The Company incurred $433,025 and $517,216 in management fees from a related party for the years ended June 30, 2010 and 2009, respectively.  The related party charges the Company fees based on its proration of cost between two nursing homes.  In addition, the related party has advanced funds to the Company in the amount of $163,921 and $110,442 as of June 30, 2010 and 2009, respectively.  The loan balance fluctuates monthly and bears no stated rate of interest.


A stockholder of the Company has advanced funds to the nursing home.  As of June 30, 2010 and 2009, the balance totaled $150,000.  The loan is payable upon demand and bears interest at 6.5 percent.  Interest accrued as of June 30, 2010 and 2009 totaled $3,966 and $1,656, respectively.  Total interest paid for the years ended June 30, 2010 and 2009 totaled $9,096 and $0, respectively.



9




(7)  Employee 401(k) Pension Plan


Employees of the Company may participate in a 401(k) pension plan, whereby employees may elect to make contributions pursuant to a salary reduction agreement upon meeting age and length-of-service requirements.  The Company currently makes a contribution of 100 percent of the employee contribution up to 4 percent of compensation.  The Company contributions for the years ended June 30, 2010 and 2009 totaled $27,911 and $48,494, respectively, which are recorded as an expense in the accompanying statements of operations.



(8)  Contingent Liabilities


The Company has several legal claims that generally involve workers’ compensation and medical malpractice issues.  In the opinion of management, the ultimate disposition of these claims is not expected to have a material adverse effect on the Company’s financial position, results of operation or cash flows. No amounts have been recorded in the accompanying financial statements related to these claims.


The Company has had no general or professional liability insurance since May 31, 2001 and has never had employment practices insurance.  The cost of any settlement arising from claims for these coverages must be borne by the Company.



(9)  Fair Value Measurements


ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:


·

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.


·

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.


·

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.


The estimated fair values of the Company’s short-term financial instruments, including cash, receivables and payables arising in the normal course of business, and current portions of debt, approximate their individual carrying amounts due to their relatively short period of time between origination and expected realization.  The Company does not have any other financial instruments measured at fair value on a recurring basis that require further disclosure.  Property and equipment held for sale are measured at fair value on a nonrecurring basis and are recorded at the lower of cost or fair value less costs to sell.  The fair value of property and equipment held for sale was determined using level 3 inputs based on the amount of the sales contract.



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(10)  Subsequent Events


Effective October 1, 2010, the Company sold its land, building, equipment, furniture and fixtures related to its nursing facility to Coosa Nursing ADK, LLC for total consideration of $8,812,500 which included cash of $8,212,500 and a short-term note receivable of $600,000.


In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through December 14, 2010, the date the financial statements were issued.






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