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10-K/A - FORM 10-K/A (AMENDMENT NO. 1) - TIPTREE INC.d362597d10ka.htm
EX-23.2 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - TIPTREE INC.d362597dex232.htm
EX-23.3 - CONSENT OF INDEPENDENT AUDITORS - TIPTREE INC.d362597dex233.htm
EX-32.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 906 - TIPTREE INC.d362597dex321.htm
EX-31.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 302 - TIPTREE INC.d362597dex311.htm
EX-31.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 302 - TIPTREE INC.d362597dex312.htm
EX-32.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 906 - TIPTREE INC.d362597dex322.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - TIPTREE INC.d362597dex231.htm

Exhibit 99.1

Bickford Master I, LLC.

Accountants’ Report and Consolidated Financial Statements

December 31, 2011 and 2010

 

LOGO


Bickford Master I, LLC.

December 31, 2011 and 2010

Contents

 

Independent Accountants’ Report

     1   

Consolidated Financial Statements

  

Balance Sheets

     2   

Statements of Income

     3   

Statements of Member’s Equity (Deficit)

     4   

Statements of Cash Flows

     5   

Notes to Financial Statements

     6   


 

LOGO

Independent Accountants’ Report

The Member

Bickford Master I, LLC.

Olathe, Kansas

We have audited the accompanying consolidated balance sheets of Bickford Master I, LLC. (the Company) as of December 31, 2011 and 2010, and the related consolidated statements of income, members’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Bickford Master I, LLC. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

LOGO

Kansas City, Missouri

June 18, 2012

LOGO


Bickford Master I, LLC.

Consolidated Balance Sheets

December 31, 2011 and 2010

Assets

 

     2011      2010  

Current Assets

     

Cash and cash equivalents

   $ 328,119       $ 209,858   

Resident and insurance accounts receivable

     197,124         184,133   

Prepaid expenses and other assets

     87,544         165,945   
  

 

 

    

 

 

 

Total current assets

     612,787         559,936   
  

 

 

    

 

 

 

Property and Equipment, Net

     1,034,409         804,281   
  

 

 

    

 

 

 

Other Assets

     

Funds in escrow

     364,886         379,120   

Lease security deposits

     3,171         3,171   

Replacement reserves

     553,860         452,737   
  

 

 

    

 

 

 
     921,917         835,028   
  

 

 

    

 

 

 

Total assets

   $ 2,569,113       $ 2,199,245   
  

 

 

    

 

 

 

See Notes to Consolidated Financial Statements


Liabilities and Member’s Equity (Deficit)

 

     2011     2010  

Current Liabilities

    

Accounts payable - trade

   $ 493,168      $ 835,473   

Deferred revenues

     1,372,028        1,693,427   

Other accrued expenses

     1,946,264        1,683,768   

Current maturities - capital lease obligations

     31,655        26,965   

Deferred gain on sale of assets - current portion

     4,581,312        4,581,312   
  

 

 

   

 

 

 

Total current liabilities

     8,424,427        8,820,945   

Lease liability

     7,277,048        5,811,198   

Capital lease obligations

     27,853        59,169   

Deferred gain on sale of assets - long-term portion

     48,103,786        52,685,098   
  

 

 

   

 

 

 
     63,833,114        67,376,410   
  

 

 

   

 

 

 

Member’s Equity (Deficit)

     (61,264,001     (65,177,165
  

 

 

   

 

 

 

Total liabilities and member’s equity (deficit)

   $ 2,569,113      $ 2,199,245   
  

 

 

   

 

 

 

 

2


Bickford Master I, LLC.

Consolidated Statements of Income

Years Ended December 31, 2011 and 2010

 

     2011     2010  

Revenues

    

Resident revenues

   $ 28,140,014      $ 28,696,302   

Community fees

     875,205        656,069   

Other revenues

     42,488        81,927   

Accretion of deferred gain on sale of assets

     4,581,312        4,581,312   
  

 

 

   

 

 

 

Total revenues

     33,639,019        34,015,610   
  

 

 

   

 

 

 

Operating Expenses

    

Residence and general operating expenses

     17,264,074        16,942,699   

Management fees

     1,494,250        1,523,369   

Depreciation

     98,386        69,536   

Building lease expense

     11,667,253        11,668,611   

Loss on disposal of property and equipment

     —          51,226   
  

 

 

   

 

 

 

Total operating expenses

     30,523,963        30,255,441   
  

 

 

   

 

 

 

Operating Income

     3,115,056        3,760,169   
  

 

 

   

 

 

 

Other Income (Expense)

    

Interest expense

     (11,143     (10,667

Other

     1,458        2,336   
  

 

 

   

 

 

 
     (9,685     (8,331
  

 

 

   

 

 

 

Net Income

   $ 3,105,371      $ 3,751,838   
  

 

 

   

 

 

 

 

See Notes to Consolidated Financial Statements    3


Bickford Master I, LLC.

Consolidated Statements of Member’s Equity (Deficit)

Years Ended December 31, 2011 and 2010

 

     2011     2010  

Deficit, Beginning of Year

   $ (65,177,165   $ (67,153,363

Contribution from member

     807,793        —     

Distribution to member

     —          (1,363,950

Noncash member contribution of property and equipment

     —          17,465   

Noncash distribution of property and equipment

     —          (429,155

Net income

     3,105,371        3,751,838   
  

 

 

   

 

 

 

Deficit, End of Year

   $ (61,264,001   $ (65,177,165
  

 

 

   

 

 

 

 

See Notes to Consolidated Financial Statements    4


Bickford Master I, LLC.

Consolidated Statements of Cash Flows

Years Ended December 31, 2011 and 2010

 

     2011     2010  

Operating Activities

    

Net income

   $ 3,105,371      $ 3,751,838   

Adjustments to reconcile net loss to net cash used in operating activities

    

Depreciation and amortization

     98,386        69,536   

Accretion of deferred gain on sale of assets

     (4,581,312     (4,581,312

Loss on sale of property and equipment

     —          51,226   

Change in recognition of lease liability

     1,465,850        2,134,742   

Provision for bad debts

     24,111        (10,141

Changes in operating assets and liabilities

    

Resident accounts receivable

     (37,102     68,010   

Prepaid expenses and other assets

     108,239        27,150   

Accounts payable - trade

     (494,565     (102,082

Deferred revenues

     (321,399     (198,015

Other accrued expenses

     342,322        229,601   
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     (290,099     1,440,553   
  

 

 

   

 

 

 

Investing Activities

    

Additions to property and equipment

     (285,918     (289,541

Funds in escrow

     14,234        (45,010

Replacement reserve fund

     (101,123     (179,248
  

 

 

   

 

 

 

Net cash used in investing activities

     (372,807     (513,799
  

 

 

   

 

 

 

Financing Activities

    

Repayments of capital lease obligations

     (26,626     (59,408

Lease security deposits

     —          2,097   

Contribution from member

     807,793        —     

Distribution to member

     —          (1,363,950
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     781,167        (1,421,261
  

 

 

   

 

 

 

Net Increase (Decrease) in Cash and Cash Equivalents

     118,261        (494,507

Cash and Cash Equivalents, Beginning of Year

     209,858        704,365   
  

 

 

   

 

 

 

Cash and Cash Equivalents, End of Year

   $ 328,119      $ 209,858   
  

 

 

   

 

 

 

Supplemental Disclosure of Cash Flow and Noncash Information

    

Cash paid for interest (net of capitalized interest)

   $ 10,978      $ 10,101   

Capital expenditures in accounts payable

     42,596        30,390   

Capital expenditures financed with capital lease obligation

     —          69,894   

Contribution of property and equipment from affiliate

     —          17,465   

Distribution of property and equipment

     —          429,155   

 

See Notes to Consolidated Financial Statements    5


Bickford Master I, LLC.

Notes to Consolidated Financial Statements

December 31, 2011 and 2010

 

Note 1: Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Bickford Master I, LLC. (the Company) was formed under Kansas law effective April 16, 2008.

Upon formation, the Company issued all of its membership interests to Eby Realty Group, LLC. (ERG) in exchange for the transfer of ERG’s ownership interest in twelve single member limited liability companies each of which own individual properties. In addition, effective September 30, 2008, ERG contributed to the Company its ownership interest in two additional single member limited liability companies each of which own individual properties. Upon completion of these transfers, the fourteen property companies became wholly-owned subsidiaries of the Company.

Because ownership of ERG and of the Company is the same, this combination was accounted for in a manner similar to a pooling of interests, using ERG’s historical book values. Consolidated operations reflect the operations of the above entities for all of fiscal 2011 and 2010.

Principle Business

The Company’s primary line of business is the operation of assisted-care, dementia-care, and independent-living residences for the elderly.

Principles of Consolidation

The accompanying consolidated financial statements reflect the consolidated financial position of the Company. The following entities make up the consolidated financial statements of the Company as of December 31, 2011 and 2010:

 

Legal Entity

  

Formation Date

  

Residence Locations

Bickford Master I, LLC.

   April 2008   

Ames Bickford Cottage, LLC.

   June 2000    Ames, Iowa

Bourbonnais Bickford House, LLC.

   March 2000    Bourbonnais, Illinois

Burlington Bickford Cottage, LLC.

   June 2000    Burlington, Iowa

Crawfordsville Bickford Cottage, LLC.

   January 2001    Crawfordsville, Indiana

Ft. Dodge Bickford Cottage, LLC.

   June 2000    Ft. Dodge, Iowa

Lincoln Bickford Cottage, LLC.

   January 2000    Lincoln, Nebraska

Marshalltown Bickford Cottage, LLC.

   June 2000    Marshalltown, Iowa

Moline Bickford Cottage, LLC.

   June 2002    Moline, Illinois

Muscatine Bickford Cottage, LLC.

   January 1997    Muscatine, Iowa

Omaha II Bickford Cottage, LLC.

   February 2001    Omaha, Nebraska

Quincy Bickford Cottage, LLC.

   December 1999    Quincy, Illinois

Rockford Bickford House, LLC.

   March 2000    Rockford, Illinois

Springfield Bickford House, LLC.

   March 2000    Springfield, Illinois

Urbandale Bickford Cottage, LLC.

   February 2001    Urbandale, Iowa

All significant intercompany accounts and transactions have been eliminated in consolidation.

 

6


Bickford Master I, LLC.

Notes to Consolidated Financial Statements

December 31, 2011 and 2010

 

Funds in Escrow

Funds are placed in escrow with the Company’s lessor based on the lease document requirements for real estate taxes and insurance premiums. The servicing agent for the lender pays these escrowed funds to the necessary taxing authorities when due. The agent reimburses the Company for insurance premiums after proof of payment has been presented by the Company.

Replacement Reserves

The replacement reserves represent cash required to be set aside monthly by the Company for improvements to properties. The cash required to be set aside is $500 per unit per year. With a total of 643 units available for all properties, the Company is required to set aside $321,500 per year. The holder of leasehold interests will reimburse the funds for improvement costs after both a review of the improvements and obtaining documentation from the Company detailing the work that has been completed. Improvements can consist of, but are not limited to, such items as new carpet, new paint, and kitchen equipment.

Property and Equipment

Property and equipment acquisitions are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is charged to expense on the straight-line basis over the estimated useful life of each asset. Assets under capital lease obligations and leasehold improvements are amortized over the shorter of the lease term or their respective estimated useful lives.

The estimated useful lives for each major depreciable classification of property and equipment are as follows:

 

Leasehold improvements

     10-30 years   

Furniture, fixtures and equipment

     5-10 years   

Automobiles

     5 years   

Long-lived Asset Impairment

The Company evaluates the recoverability of the carrying value of long-lived assets whenever events or circumstances indicate the carrying amount may not be recoverable. If a long-lived asset is tested for recoverability and the undiscounted estimated future cash flows expected to result from the use and eventual disposition of the asset is less than the carrying amount of the asset, the asset cost is adjusted to fair value and an impairment loss is recognized as the amount by which the carrying amount of a long-lived asset exceeds its fair value.

No asset impairment was recognized during the years ended December 31, 2011 and 2010.

 

7


Bickford Master I, LLC.

Notes to Consolidated Financial Statements

December 31, 2011 and 2010

 

Accounts Receivable

Accounts receivable are stated at the amount billed to customers plus any accrued and unpaid interest. The Company provides an allowance for doubtful accounts for all accounts past due more than 90 days. Payments are due on the first of every month. Accounts that are unpaid after the 10th of each month are considered delinquent and are assessed a late fee. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer.

Revenues

Rent revenue is collected monthly from residents and recognized as revenue in the month that it is earned. The Company collects partially refundable advance community fees from the residents of the assisted- and dementia-living residences. The portion of the community fee that is refundable is refunded on a pro rata basis during the resident’s first 12 months at the residence. The community fees are intended to help defray the cost of training and other support services provided by the corporate office to the staff of the assisted- and dementia-living residences. Through December 31, 2010, the community fee was recognized as revenue over a period of 24 months. Effective January 1, 2011, the Company prospectively elected to recognize 50% of the fee upfront and recognize the remaining 50% of the fee over 12 months. The overall impact of the change is deemed immaterial to the consolidated financial statements. The collection and refundability on these fees may vary based on applicable state laws and regulations.

Income Taxes

The Company is treated as a partnership for federal and state income tax purposes. Accordingly, no income tax provision has been included in the financial statements because income or loss of the Company is reported individually by the respective Members for income tax purposes. The Company is generally not subject to federal, state and local examination by tax authorities for years prior to 2008.

Cash Equivalents

The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. At December 31, 2011 and 2010, cash equivalents consisted primarily of money market accounts with financial institutions.

Effective July 21, 2010, the FDIC’s insurance limits were permanently increased to $250,000. At December 31, 2011 and 2010, the Company’s cash accounts did not exceed federally insured limits.

Pursuant to legislation enacted in 2010, the FDIC will fully insure all noninterest-bearing transaction accounts beginning December 31, 2010 through December 31, 2012, at all FDIC-insured institutions.

 

8


Bickford Master I, LLC.

Notes to Consolidated Financial Statements

December 31, 2011 and 2010

 

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, as well as the reported amounts of revenues and expenses during the period. Actual results could differ from these estimates.

Subsequent Events

Subsequent events have been evaluated through the date of the Independent Accountants’ Report, which is the date the financial statements were available to be issued.

 

Note 2: Property and Equipment

A summary of property and equipment as of December 31, 2011 and 2010, is as follows:

 

     2011      2010  

Buildings and building improvements

   $ 488,909       $ 337,783   

Furniture, equipment and vehicles

     795,733         661,478   
  

 

 

    

 

 

 
     1,284,642         999,261   

Less accumulated depreciation

     250,233         194,980   
  

 

 

    

 

 

 

Net property and equipment

   $ 1,034,409       $ 804,281   
  

 

 

    

 

 

 

The Company has leased equipment at certain properties that have been treated as a capital lease and included above. As such, the net present value of the future lease payments are recorded as a capital lease obligation on the accompanying consolidated balance sheets. The payments on these obligations are amortized and treated partially as a principal reduction to the capital lease obligation and as interest expense on the capital lease obligations.

 

9


Bickford Master I, LLC.

Notes to Consolidated Financial Statements

December 31, 2011 and 2010

 

Note 3: Long-Term Debt

Long-term debt consists of the following capital lease obligations at December 31, 2011 and 2010:

 

     2011      2010  

Capital lease obligations

   $ 59,508       $ 86,134   
  

 

 

    

 

 

 

The following is a schedule of maturities of capital lease obligations by year.

 

2012

   $ 38,398   

2013

     27,548   

2014

     2,146   
  

 

 

 

Total

     68,092   

Less amount representing interest

     8,584   
  

 

 

 

Present value of future minimum lease payments

   $ 59,508   
  

 

 

 

Total property and equipment, subject to capital lease as of December 31, 2011 and 2010, is as follows:

 

     2011     2010  

Equipment under capital lease

   $ 183,882      $ 183,882   

Less accumulated depreciation

     (60,032     (36,878
  

 

 

   

 

 

 

Net equipment under capital lease

   $ 123,850      $ 147,004   
  

 

 

   

 

 

 

 

Note 4: Member’s Equity

Equity of the Company is comprised of one class of Company membership units, with the sole member and owner of all units being ERG. Each membership unit of the Company shares equally in ownership rights of the Company. For tax purposes, all income, gains and losses of the Company are consolidated with the federal and appropriate state returns of ERG.

 

10


Bickford Master I, LLC.

Notes to Consolidated Financial Statements

December 31, 2011 and 2010

 

Note 5: Related Party Transactions

The Company pays a 5% management fee to Bickford Senior Living Group, LLC. (BSLG), a wholly-owned subsidiary of ERG, based on total property revenues for management and oversight of the operations on all properties. Total fees paid in 2011 and 2010 were $1,494,250 and $1,523,369, respectively. The Company is dependent on BSLG for the management of its properties, and any adverse change in its relationship with BSLG could have a material, adverse impact on the Company’s operations.

Operating expenses are at times incurred by entities affiliated through common ownership. Such entities include BSLG, ERG and subsidiaries, EDP, Inc. and The Eby Group, Inc. The balance of these intercompany accounts are treated as either a distribution or contribution and included as contra-equity on the accompanying consolidated balance sheets. Total intercompany balances recorded as distributions in member’s equity amounted to $1,775,640 during fiscal 2010 and a contribution of $807,793 during fiscal 2011.

 

Note 6: Operating Leases

The Company has non-cancelable operating leases expiring at various dates for properties used in the operations of various assisted and dementia living residences. Additionally, as a result of the sale leaseback transaction effective June 27, 2008 (see Note 7), a deferred gain recorded as a result of this transaction will be recognized as income over the 15-year lease term expiring on June 28, 2023. Future minimum lease payments as of December 31, 2011, net of the future recognition of deferred gains, are summarized as follows:

 

     Future Minimum      Recognition         
     Lease      of Deferred      Net  
Year Ending December 31    Obligations      Gain      Expense  

2012

   $ 10,886,311       $ 4,581,312       $ 6,304,999   

2013

     10,976,046         4,581,312         6,394,734   

2014

     11,075,038         4,581,312         6,493,726   

2015

     11,406,796         4,581,312         6,825,484   

2016

     11,749,108         4,581,312         7,167,796   

Thereafter

     85,216,212         29,778,538         55,437,674   
  

 

 

    

 

 

    

 

 

 
   $ 141,309,511       $ 52,685,098       $ 88,624,413   
  

 

 

    

 

 

    

 

 

 

Property lease expense for the years ended December 31, 2011 and 2010, totaled $11,667,253 and $11,668,611, respectively.

 

11


Bickford Master I, LLC.

Notes to Consolidated Financial Statements

December 31, 2011 and 2010

 

Due to escalating lease payments throughout the lease term, the accompanying consolidated financial statements, in accordance with ASC 840, Accounting for Leases, reflects lease payments on a straight-line basis. The difference between straight-line treatment and actual lease payments are shown in the consolidated balance sheets as a liability ($7,277,048 and $5,811,198, respectively, at December 31, 2011 and 2010). The schedule shown above reflects actual future minimum lease payments for the term of the lease.

 

Note 7: Sale-Leaseback Transactions

On June 27, 2008, the building and related equipment of the following properties were sold for a cash price of $100.8 million to an unrelated third party, Care YBE Subsidiary LLC., a Delaware Limited Liability company wholly owned by Care Investment Trust, Inc. (Care):

 

Legal Entity

 

Units

  

Residence Locations

Ames Bickford Cottage, L.L.C.

  37    Ames, Iowa

Bourbonnais Bickford House, L.L.C.

  65    Bourbonnais, Illinois

Burlington Bickford Cottage, L.L.C.

  44    Burlington, Iowa

Crawfordsville Bickford Cottage, L.L.C.

  28    Crawfordsville, Indiana

Lincoln Bickford Cottage, L.L.C.

  44    Lincoln, Nebraska

Marshalltown Bickford Cottage, L.L.C.

  38    Marshalltown, Iowa

Moline Bickford Cottage, L.L.C.

  28    Moline, Illinois

Muscatine Bickford Cottage, L.L.C.

  45    Muscatine, Iowa

Quincy Bickford Cottage, L.L.C.

  47    Quincy, Illinois

Rockford Bickford House, L.L.C.

  65    Rockford, Illinois

Springfield Bickford House, L.L.C.

  67    Springfield, Illinois

Urbandale Bickford Cottage, L.L.C.

  61    Urbandale, Iowa

In conjunction with the sale, Care entered into a Master Lease Agreement (Lease) with the Company, to lease the facilities from Care. The lease requires the Company to a pay a minimum rental income on Care’s acquisition price with annual payments increasing 3% each year over the term of the lease and a portion of the minimum rental payment deferred until year four of the lease. The initial lease is a 15-year term expiring on June 28, 2023. The lease also includes four options to extend the initial term for additional ten years each. The Lease also requires the properties to meet certain financial covenants including a minimum rent coverage ratio.

The following table shows required rates of return for the monthly minimum rent payment along with the additional minimum deferred rent amount for the initial lease term:

 

    Minimum Rent   Additional Minimum
Year   Lease Rate   Rent Lease Rate
1-5   8.208% - 9.239%   .260% - .293%
6-10   9.516% - 10.710%   .302% - .340%
11-15   11.031% - 12.416%   .350% - .394%

 

12


Bickford Master I, LLC.

Notes to Consolidated Financial Statements

December 31, 2011 and 2010

 

The additional minimum rent lease rate represents the deferral of additional rent during the first three years of the lease term. At the beginning of the fourth accounting year, the deferred additional minimum rent becomes payable in 24 monthly equal installments during the fourth and the fifth accounting years, commencing on the first day of the fourth accounting year.

On September 30, 2008, the Company sold the Building and related equipment of Fort Dodge Bickford Cottage, LLC. and Omaha II Bickford Cottage, LLC. to Care for $10.3 million. These properties were incorporated into the master lease agreement described above.

As no earnout provisions are applicable for these 14 properties, they are being treated as operating leases. As such, a sale was recognized effective on both June 27, 2008 and also on September 30, 2008. The consolidated deferred gain from these sales is being amortized over a 15-year lease term expiring on June 28, 2023. Total deferred gains of $4,581,312 were recognized in income for the years ended December 31, 2011 and 2010, respectively.

The proceeds from these transactions were primarily used to repay existing debt obligations on the property companies contributed by ERG and to fund distributions to ERG.

 

Note 8: Profit-sharing Plan

The Company participates in a 401(k) profit-sharing plan covering substantially all employees. The Company’s contributions to the plan are determined annually by the Board of Directors. Contributions to the plan for fiscal 2011 and 2010 were $54,307 and $55,604, respectively.

 

Note 9: Significant Estimates and Concentrations

Current Economic Conditions

The current protracted economic decline continues to present entities that own and operate assisted living facilities with difficult circumstances and challenges, which in some cases have resulted in large and unanticipated declines in the fair value of certain assets, declines in the volume of business, constraints on liquidity and difficulty obtaining financing. The financial statements have been prepared using values and information currently available to the Company.

Given the volatility of current economic conditions, the values of assets and liabilities recorded in the financial statements could change rapidly, resulting in material future adjustments in allowances for accounts receivable and in other areas that could negatively impact the Company’s ability to meet debt covenants or maintain sufficient liquidity.

 

13