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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 99.1 - REGIONAL HEALTH PROPERTIES, INCexhibit991.htm
EX-99 - EXHIBIT 99.3 - REGIONAL HEALTH PROPERTIES, INCexhibit993.htm

Exhibit 99.2

ATTALLA HEALTH CARE, INC.

BALANCE SHEETS

SEPTEMBER 30, 2010 AND JUNE 30, 2010

(UNAUDITED)

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

September 30, 2010

 

June 30,

2010

 

 

 

 

Current Assets




  Cash

$   667,838


$   653,728

  Patient Accounts Receivable, Net of Allowance for Doubtful




    Accounts of $26,000

859,747


816,319

  Prepaid Expenses

4,161


19,266

  Due from Related Party

175,779


146,587

  Property and Equipment, Held for Sale

1,071,053    


1,068,207

 




Total Assets

$2,778,578


$2,704,107

 




 




LIABILITIES AND STOCKHOLDERS’ EQUITY

 




Current Liabilities




  Accounts Payable

$   207,395


$   260,113

  Taxes and Other Employee Withholding

90,488


97,726

  Accrued Salaries and Wages

124,359


131,956

  Accrued Expenses

48,283


31,324

  Deferred Income

17,883


17,883

  Estimated Third-Party Payor Settlements

58,418


58,418

 




 

546,826


597,420

 




Stockholders’ Equity




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




    Authorized and Outstanding

10,000


10,000

  Retained Earnings

2,221,752


2,096,687

 




 

2,231,752


2,106,687

 




 




Total Liabilities and Stockholders’ Equity

$2,778,578


$2,704,107




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





ATTALLA HEALTH CARE, INC.

STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(UNAUDITED)

 

 

 

 

 

 

 

 

 

2010

 

2009

 

 

 

 

Revenue




  Net Patient Services

$  2,517,715


$2,571,726

  Other

60


181

 




 

2,517,775


2,571,907

 




Operating Expenses




  Administrative

620,194


428,028

  Employee Benefits

83,047


149,396

  Nursing Service

1,111,325


1,111,370

  Rehabilitation Therapy

69,505


59,817

  Dietary

205,816


213,001

  Housekeeping

79,677


88,780

  Laundry

51,389


47,677

  Operation of Plant

109,887


105,723

  Social Services

15,973


15,721

  Activities

16,539


17,257

  Provision for Bad Debts

-     


1,052

  Depreciation and Amortization

-     


36,340

  Interest

-     


2,558

 




 

2,363,352


2,276,720

 




Operating Income

154,423


295,187

 




Other Income




  Interest

642


943

 




Net Income

155,065


296,130

 




Retained Earnings, Beginning

2,096,687


1,851,549

 




  Dividends Paid

(30,000)


(196,000)

 




Retained Earnings, Ending

$2,221,752


$1,951,679



The accompanying notes are an integral part of these statements.







ATTALLA 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

$    155,064


$ 296,130

  Adjustments to Reconcile Net Income to




    Cash Provided by Operating Activities




      Depreciation and Amortization

-     


36,340

      Provision for Bad Debts

-     


1,052

      Change In




        Patient Account Receivables, Net

(43,428)


(15,349)

        Due from Related Party

(29,192)


16,385

        Prepaid Expenses

15,105


23,601

        Accounts Payable

(52,717)


37,676

        Taxes and Other Employee Withholding

(7,238)


(7,988)

        Accrued Salaries and Wages

(7,597)


(29,223)

        Accrued Expenses

16,959


846

 




 

46,956


359,470

 




Cash Flows from Investing Activities




  Purchases of Property and Equipment

(2,846)


(35,061)

 




Cash Flows from Financing Activities




  Principal Payments on Long-Term Debt

-     


(96,598)

  Dividends Paid

(30,000)


(196,000)

 




 

(30,000)


(292,598)

 




Net Increase in Cash

14,110


31,811

 




Cash, Beginning

653,728


558,610

 




Cash, Ending

$   667,838


$ 590,421

 




Supplemental Disclosure of Cash Flow Information




  Cash Payments for Interest

$           346


$    2,213





The accompanying notes are an integral part of these statements.








ATTALLA HEALTH CARE, INC.


NOTES TO FINANCIAL STATEMENTS


(UNAUDITED)


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


Nature of Business


Attalla Health Care, Inc. (the Company) operates a 182-bed nursing home facility in Attalla, 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.









(2)  Fair Value Measurements (Continued)


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 were 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.



(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 $9,912,500.  The Company received cash proceeds of $9,951,000 (including additional consideration of $38,500 for inventory, supplies and bed taxes) and recognized a gain on sale of $8,879,947.


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.


























ATTALLA HEALTH CARE, INC.

ATTALLA, ALABAMA



FINANCIAL STATEMENTS AS OF

JUNE 30, 2010 AND 2009

 (UNAUDITED)
























ATTALLA HEALTH CARE, INC.



CONTENTS





Balance Sheets (Unaudited)

 1


Statements of Operations and Retained Earnings (Unaudited)

 3


Statements of Cash Flows (Unaudited)

 4


Notes to Financial Statements (Unaudited)

 5








ATTALLA HEALTH CARE, INC.

BALANCE SHEETS

JUNE 30, 2010 AND 2009

(UNAUDITED)

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

2010

 

2009

 

 

 

 

Current Assets




  Cash

$   653,728


$    558,610

  Patient Accounts Receivable, Net of Allowance for Doubtful




    Accounts of $53,354 and $26,000 in 2010 and 2009, Respectively

816,319


877,220

  Prepaid Expenses

19,266


6,207

  Due from Related Party

146,587


63,905

  Property and Equipment, Held for Sale

1,068,207


-     

 




 

2,704,107


1,505,942

 




Property and Equipment




  Land

-     


158,694

  Buildings and Improvements

-     


2,813,466

  Furniture, Fixtures and Equipment

-     


1,194,069

  Transportation Equipment

-     


36,634

  Construction in Progress

-     


1,000

 




 

-     


4,203,863

 




  Accumulated Depreciation

-     


(3,080,128)

 




 

-     


1,123,735

 




Total Assets

$2,704,107


$ 2,629,677














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




1




ATTALLA HEALTH CARE, INC.

BALANCE SHEETS

JUNE 30, 2010 AND 2009

(UNAUDITED)

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

2010

 

2009

 

 

 

 

Current Liabilities




  Current Maturities of Long-Term Debt

$        -     


$   144,198

  Accounts Payable

260,113


255,013

  Taxes and Other Employee Withholding

97,726


97,301

  Accrued Salaries and Wages

131,956


163,615

  Accrued Expenses

31,324


31,700

  Deferred Income

17,883


17,883

  Estimated Third-Party Payor Settlements

58,418


58,418

 




 

597,420


768,128

 




Stockholders’ Equity




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




    Authorized and Outstanding

10,000


10,000

  Retained Earnings

2,096,687


1,851,549

 




 

2,106,687


1,861,549

 




 




 




 




 




Total Liabilities and Stockholders’ Equity

$2,704,107


$2,629,677














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



2





ATTALLA HEALTH CARE, INC.

STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

FOR THE YEARS ENDED JUNE 30

(UNAUDITED)

 

 

 

 

 

 

 

 

 

2010

 

2009

 

 

 

 

Revenue




  Net Patient Service Revenues

$9,904,858


$10,505,947

  Other

34,191


1,737

 




 

9,939,049


10,507,684

 




Operating Expenses




  Administrative

1,941,707


2,074,909

  Employee Benefits

502,637


508,927

  Nursing Service

4,516,465


4,546,931

  Rehabilitation Therapy

307,974


296,058

  Dietary

886,691


856,442

  Housekeeping

351,117


375,518

  Laundry

202,693


196,088

  Operation of Plant

416,983


391,905

  Social Services

67,314


61,001

  Activities

66,321


76,100

  Provision for Bad Debts

31,644


19,427

  Depreciation and Amortization

96,907


152,885

  Interest

5,028


16,048

 




 

9,393,481


9,572,239

 




Operating Income

545,568


935,445

 




Other Income




  Interest

3,120


9,426

 




Net Income

548,688


944,871

 




Retained Earnings, Beginning

1,851,549


1,550,178

 




  Dividends Paid

(303,550)


(643,500)

 




Retained Earnings, Ending

$2,096,687


$  1,851,549




The accompanying notes are an integral part of these statements.



3




ATTALLA HEALTH CARE, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JUNE 30

(UNAUDITED)

 

 

 

 

 

 

 

 

 

2010

 

2009

 

 

 

 

Cash Flows from Operating Activities




  Net Income

$ 548,688


$ 944,871

  Adjustments to Reconcile Net Income to




    Cash Provided by Operating Activities




      Depreciation and Amortization

96,907


152,885

      Provision for Bad Debts

31,644


19,427

      Change In




        Patient Account Receivables, Net

29,258


71,588

        Due from Related Party

(82,682)


(83,062)

        Prepaid Expenses

(13,059)


366

        Accounts Payable

5,101


(15,422)

        Taxes and Other Employee Withholding

425


(47,601)

        Accrued Salaries and Wages

(31,659)


(97,622)

        Accrued Expenses

(377)


(1,261)

 




 

584,246


944,169

 




Cash Flows from Investing Activities




  Assets Limited as to Use

-     


6,284

  Purchases of Property and Equipment

(41,380)


(63,582)

 




 

(41,380)


(57,298)

 




Cash Flows from Financing Activities




  Principal Payments on Long Term Debt

(144,198)


(136,102)

  Principal Payments on Capital Lease Obligation

-     


(93,112)

  Dividends Paid

(303,550)


(643,500)

 




 

(447,748)


(872,714)

 




Net Increase in Cash

95,118


14,157

 




Cash, Beginning

558,610


544,453

 




Cash, Ending

$ 653,728


$ 558,610

 




Supplemental Disclosure of Cash Flow Information




  Cash Payments for Interest

$     5,373


$   17,144




The accompanying notes are an integral part of these statements.



4





ATTALLA HEALTH CARE, INC.


NOTES TO FINANCIAL STATEMENTS


(UNAUDITED)


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


Nature of Business


Attalla Health Care, Inc. (the Company) operates a 182-bed nursing home facility in Attalla, 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 Attalla Nursing ADK, LLC to sell the land, building, equipment, furniture and fixtures related to its nursing facility.  The sales price is $9,912,500 and is expected to finalize on October 1, 2010.  The property and equipment held for sale were 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

$    138,101

 

$      76,527

Medicaid

547,051

 

546,977

Medicare

167,812

 

242,811

Other

16,709

 

36,905

 


 


 

869,673

 

903,220

 


 


Allowance for Doubtful Accounts

(53,354)

 

(26,000)

 


 


 

$    816,319

 

$    877,220



(3)  Capital Lease Agreement


The Company leases its facilities under a 1983 lease agreement with the Medical Clinic Board of the City of Attalla, Alabama.  Under the provisions of the lease agreement, the Company exercised its right on December 1, 2008 to renew the term of the lease for the period commencing December 1, 2008 and continuing until December 1, 2033.  For and during the renewal term, annual rent of $1,200 for each of the one-year periods is payable in advance on December 1 of each one-year period.  


The Company initially accounted for the lease as a capital lease with the following amounts of leased property included in property and equipment as of June 30:


 

2010

 

2009

 

 

 

 

Land and Improvements

$      72,000

 

$      72,000

Buildings and Improvements

1,978,687

 

1,978,687

Furniture, Fixtures and Equipment

206,644

 

206,644

 


 


 

2,257,331

 

2,257,331

 


 


Accumulated Amortization

(1,945,726)

 

(1,878,214)

 


 


 

$    311,605  

 

$      379,117




8





(3)  Capital Lease Agreement (Continued)


Under the provisions of the lease agreement, the Company is required to continuously maintain in effect insurance against such risks as are customarily insured by businesses of like size and type as the Company including, but not necessarily limited to:  (a) insurance against loss or damage to the building and all other improvements located on the premises, (b) comprehensive general liability insurance which shall consist of basic coverage in the minimum amount of $500,000 for all death and personal or bodily injury claims resulting from one accident and property damage and so-called “umbrella” coverage in the minimum amount of $1,000,000 in excess of the aforesaid basic coverage, (c) insurance against loss or damage resulting from explosion of any boilers, pressure vessels and pressure piping in an amount not less than the full repair or replacement cost of property damaged, together with coverage for death or bodily injury and consequential damage, if available, to the extent that such risks are not covered by the general liability insurance, (d) business interruption insurance, (e) medical liability insurance in the minimum amount of $500,000, and (f) workers’ compensation insurance.  Since June 22, 2000, the Company has not had any professional or general liability insurance.



(4)  Long-Term Debt


The Company had a mortgage note payable to a financial institution which matured on June 18, 2010.  The mortgage note payable bore interest at 6.25 percent and was secured by the Company’s leasehold interest under and pursuant to the supplemental lease agreement dated December 1, 1983, between the Medical Clinic Board of the City of Attalla, Alabama and the Company, together with all improvements located on the property.  The note was also collateralized by a security interest in all receipts from the mortgaged premises.



(5)  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 $115,802.  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.





9





(6)  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

7.9%

 

8.2%

Medicaid

79.7

 

81.4

Medicare

12.3

 

10.3

Other

0.1

 

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.



(7)  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 $183,558 and $136,841, respectively.  At June 30, 2010 and 2009, the amount owed to the related party and included in the Company’s accounts payable totaled $20,348 and $11,988, 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 $40,600 and $44,856, 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 and $10,080, respectively.


The Company leases equipment from a related company through common ownership.  Total rental payments for the years ended June 30, 2010 and 2009 totaled $6,300 each year.  At June 30, 2010 and 2009, the balance owed to the related party and included in the Company’s accounts payable totaled $525 for each year.


The Company incurred $672,365 and $791,783 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 Company has advanced funds to the related party in the amount of $146,587 and $63,905 as of June 30, 2010 and 2009, respectively.  The advance balance fluctuates monthly and bears no stated rate of interest.





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(8)  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 $45,048 and $80,018, respectively, which are recorded as an expense in the accompanying statements of operations.



(9)  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 operations 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.



(10) 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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(11) Subsequent Events


Effective October 1, 2010, the Company sold its land, building, equipment, furniture and fixtures related to its nursing facility to Attalla Nursing ADK, LLC for cash proceeds of $9,912,500.


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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