Tuscan Gardens Senior Living: Bond Defaults and SEC Silence

What the SEC filer is, and what it is not

Tuscan Gardens is a Winter Park, Florida sponsor of senior living communities. The entity that reports to the SEC is narrower than the brand. Tuscan Gardens Senior Living Communities, Inc. is a corporation organized on July 20, 2018 whose 80,000 common shares are all held by an affiliate, Tuscan Gardens Capital Partners, LLC. It has two jobs in its filings: to be the issuer of a Regulation A offering of Class A non-voting preferred shares at $1,000 par, and to hold non-voting preferred membership interests in the three property companies (“Holdcos”) that own and run the communities.

The three communities are Tuscan Gardens of Venetia Bay (Venice, which began operating in November 2016), Tuscan Gardens of Palm Coast (November 2018) and Tuscan Gardens of Delray Beach (September 2020). Each sits in its own chain of companies, with a property owner and an operating company that are the borrowers on a separate tax-exempt bond issue. The company itself has no revenue: its income statement lists only expenses ($64,756 in 2023, of which $52,298 is “investor relations”).

That structure decides what a holder owns, so it is worth laying out.

Two consequences follow. First, a Tuscan Gardens investor is probably not a holder of record of the SEC filer. The ten holders of its preferred shares are eight Tuscan Gardens fund LLCs and two other entities, so the person reading this may be one step further down the chain than the reports suggest. Second, the preferred shares sit behind the bonds. The company's own explanation of the December 2020 price makes the point: the bonds “were trading at 50-80 cents” and the preferred position is “not secured by the real property.”

The ten holders of the 9,991 preferred shares

The company's note on the merger is blunt: “The Agreement involved no outside investors and was not a result of arm’s-length negotiations.” Its Item 4 adds that no other common or preferred shares have been issued apart from 30,000 common shares an affiliate bought in September 2022. So the offering circular's headline, up to $75,000,000 of preferred shares at $1,000 each, has raised no money from the public that we can find. The FY2023 report says the company “is not currently marketing any of its Class A Non-Voting Preferred Shares and is not offering the sale of Preferred Shares at this time.”

Where the money came from: eight fund LLCs and their Form Ds

Eight of the ten holders are Tuscan Gardens fund LLCs, and each of the eight filed Form D notices with the SEC for private placements. Their latest filings give the best public picture of how much was raised from investors, with one caution: a Form D is updated when the sponsor chooses to amend it, so these are snapshots, not current balances.

Adding the eight latest amounts gives $15,708,688 (our arithmetic), against the $19,803,430 of “initial invested capital” the company cites in its valuation note. The gap is not explained in any filing we read, and amendments stop in 2020, so the table is a floor for those eight vehicles and not a reconciliation. A ninth vehicle, Tuscan Gardens Senior Living Income Fund, LLC, filed a Form D in August 2018 showing $0 sold.

The property companies filed their own Form Ds for debt: Venetia Bay Properties sold $1,510,000 to 10 investors (May 2015), Palm Coast Properties $5,530,000 to 18 investors (June 2017) and Delray Beach Properties $8,755,000 to one investor (December 2017). The Form Ds describe them as debt offerings; the reports we read do not say how they relate to the tax-exempt bonds.

The bonds ahead of the preferred interest

The June 30, 2023 semiannual report (Form 1-SA, filed September 26, 2023) is the last document in which the company set out each community's bonds. These are the figures it gives.

Three details in those reports are worth a holder's attention.

The trustee's notice dates from October 1, 2021. The company says the master trustee posted a default notice on the municipal-bond disclosure site EMMA that day listing missed interest and principal, an unrestored debt service reserve fund, a failed debt service coverage test, days-cash-on-hand and occupancy covenants. By the June 2023 report that was 21 months earlier.

The filings do not agree with themselves on several figures. The text says the obligors owe “approximately $130,735,000” while the table beside it adds to $132,035,000. The FY2022 report says the trustee demanded $1,550,000 to replenish Palm Coast's liquidity fund; the June 2023 report says $1,801,250, which is the semiannual payment. And the June 2023 report says Delray Beach occupancy rose “from the 66.2% cited in the Company’s last 1-K filing”, but the 1-K gave 66.2% for Palm Coast and 80% for Delray Beach. None of this changes the picture; it does mean a holder should treat any single number from these reports as a pointer to the bond documents on EMMA, not as the final word.

No acceleration was claimed at that date. The same report says no claim for acceleration or penalties had been made, and warns that if one were, default interest and a judgment could lead to “potential 100% write-off of the Company’s investment” in the Venetia Bay Holdco.

The carrying value: $9,991,000, how it was set and what it has done since

Because the company's only asset is the preferred interest, its balance sheet is that number plus a little cash.

The $9,991,000 comes from the December 31, 2020 merger. The company's own account in its June 2023 report is that a December 21, 2020 appraisal by Oracle Healthcare Advisors valued the three communities at $95,000,000 “as is” and $137,092,547 on a “stabilized Year 6” basis, and that the parties then settled on $9,991,000 for the interests, which it says “represented 50% of the $19,803,430 initial invested capital”. Our arithmetic is 50.45%; half of $19,803,430 would be $9,901,715.

Read plainly, the December 2020 appraisal says the buildings were worth $37.0 million less than the bonds as they stood, and that only the hypothetical stabilized figure clears the bonds, by $5,057,547 in total (our arithmetic), with Delray Beach still $1,653,344 short even then. The company's own December 2020 Form 1-U warned that if creditors stopped forbearing, foreclosure would be “thus fully impairing the value of the Exchange Amount issued by the Company under the Transaction.”

What happened next is the question a holder is left with. Palm Coast faced a foreclosure action by February 2023 and was placed in receivership in June 2023, and the FY2023 report says the company “could lose 100% of its interest in Tuscan Gardens of Palm Coast, LLC.” Yet the audited balance sheet at December 31, 2023 carries the interest at exactly the figure it had at December 31, 2022. The auditor's report is unmodified with a paragraph on recurring losses, and the notes we read disclose no impairment of the preferred stock interest. That may reflect an accounting judgment we cannot see; the filing does not say what it was.

Cash flow: the operating companies in the first half of 2023

The June 2023 report gives monthly results for the three operating companies combined. These are the only operating numbers we have after December 2022.

The company's own description of these results is that the three communities “in aggregate” were “approximating operational breakeven (i.e. generating no free cash flow).” Against that, the scheduled semiannual payments it cites for the two communities in default were $1,395,419 for Venetia Bay and $1,801,250 for Palm Coast, together $3,196,669 (our arithmetic). Six months of net operating income for all three communities was 27.4% of one half-year of those two payments, and Delray Beach's debt service is not in either number. On those numbers the communities could not have paid the two bond issues from operations in the period, which fits the filings' own language about forbearance and refinancing as the plan.

Occupancy told a better story. Venetia Bay's reported occupancy went from 88% (119 units, September 2021) to 94.1% (FY2022 report) to 97.8% (June 2023). Palm Coast was at 66.2% in the FY2022 report and 68.6% in June 2023. For Palm Coast, the March 2026 sale announcement says occupancy rose from 65% to 82% after a new manager took over in mid-2023 and that the community moved from an operating loss to profit.

What changed in the preferred return

The offering circular promised a cumulative preferred dividend of 8% a year, paid quarterly, plus a Special Dividend of 50% of net proceeds from sales of company properties. On October 25, 2022 the company filed a Form 1-U changing the first part, from 8% to “a range of between four (4%) percent and eight (8%) percent annually, paid quarterly, upon consent of the Board of Directors.” It added: “The Preferred Return shall be non-accruing and non-compounding.” The 50% Special Dividend was left unchanged.

For the ten holders that means unpaid return no longer builds up as a claim. And the company's own cash position says why none is expected: no revenue, $2,091 of cash, expenses covered by advances from a stockholder and a related party, and a note that it expects operating expenses over the next twelve months of less than $100,000. The audited statements rely on a majority-stockholder commitment to provide support “through April 29, 2025.” That date is now 18 months behind us, and we found no filing that says what came after it.

The same 1-U disclosed that the board might buy company bonds “for less than face-value”. We found no later filing reporting a purchase.

Palm Coast: foreclosure, receivership, and a sale with no price

This is the one event in the story that is documented after the company stopped filing. The sequence, source by source:

Neither announcement states a price, says what the bonds were repaid or restructured at, or mentions the owner's investors. Continuum says it was engaged on behalf of the receiver and ran a “court-approved sale process.” We do not know from any document we have seen what, if anything, reached the Palm Coast Holdco's preferred interest, which the company carried at $3,126,000. In the structure the company describes, bondholders are paid before the preferred interest, so a sale of a community that carried $43,775,000 of bonds (June 2023 figure) leaves something for that interest only if the price exceeded what was owed. No document we have seen gives either number, and the next annual report is where holders would have learned it.

Venetia Bay and Delray Beach: where we run out of documents

In its last report the company said it “does not currently have any plans for expansion” and was “focused on negotiating a sale of its Venetia Bay community while continuing to operate its Del Ray community.” Nothing we found in SEC filings tells us whether that sale happened. For Delray Beach, the refunding bonds issued in December 2021 had initial rates of 4.25% and 3.00% and the community was reported at 87.7% occupancy in June 2023, but we have no financial statements after that.

The primary record for those bonds lives on the Municipal Securities Rulemaking Board's EMMA site, which the company's reports link to for each issue (Venetia Bay, Palm Coast and Delray Beach). Trustee notices and the borrowers' own continuing disclosures are posted there, not at the SEC. We did not review them for this page, and a holder who wants to know where the Venetia Bay and Delray Beach bonds stand should.

The silence is itself a data point

The company's reporting history on EDGAR is regular until it stops.

The EDGAR list for CIK 1746666 holds 78 filings and its newest is the May 1, 2024 report. On the 2022 to 2024 pattern, the semiannual report for mid-2024, the annual reports for 2024 and 2025 and the semiannual report for mid-2025 would already have been due (our reading of the company's own schedule). We do not know why they are absent. An issuer can stop reporting by filing an exit report (Form 1-Z), and we found none; EDGAR's list cannot show us arrangements made outside it. We also ran a web search for SEC enforcement actions naming the company and found none; we did not search court dockets.

What a holder can do with this

This is analysis of public documents, not investment, legal or tax advice. If you have money in a Tuscan Gardens fund, these are concrete next steps.

1. Find out which entity you actually hold. Your subscription papers should name one of the fund LLCs in the table above. Its share of the 9,991 preferred shares tells you how much of the company's single asset sits under your fund (the Income Fund holds 22.3%, the Senior Living Fund 14.2%).
2. Ask the sponsor in writing for the missing reports. The specific items: audited financial statements for 2024 and 2025, the current status of each Holdco, what the Palm Coast sale did to that Holdco's interest, and the value at which your fund now carries its shares.
3. Read the bond record on EMMA. The trustee's notices and the borrowers' continuing disclosures are public and are where the Venetia Bay, Palm Coast and Delray Beach positions are updated. The company's reports include the links.
4. Treat $9,991,000 as a historic figure. It was an agreed exchange amount in 2020, not a market price, and the company itself described a potential full write-off in the same reports. Neither a fund statement nor this page tells you what your units are worth today.
5. Ask a tax professional about timing before you decide anything. Whether and when a loss is recognised depends on facts only you and your adviser have.

For other exits where a sponsor has gone quiet, see how the same pattern played out at DiversyFund, and the red flags in what to read in an SEC filing before you invest. Our overview of Regulation A real estate offerings explains what a qualified offering does and does not tell you, and Real Estate Crowdfunding Failures collects the cases we have documented. If you want the exchange-listed version of the same sector, with audited dividends and debt every quarter, start with Welltower or Ventas.

FAQ

All figures are from SEC filings read on EDGAR on October 19, 2026: Forms 1-K for FY2019 to FY2023 (the FY2023 report is accession 0001214659-24-007931), Forms 1-SA for June 2020, June 2022 and June 2023 (accession 0001214659-23-012617), Forms 1-U of December 31, 2020 and October 25, 2022, the March 9, 2022 Form 1-A/A (accession 0001214659-22-003815), 23 Form D and D/A filings by twelve affiliated fund and property entities, the EDGAR submissions list for CIK 1746666, and the March 2 and March 12, 2026 press releases of Continuum Advisors and Fortress Investment Group. Sums, differences, percentages and the coverage ratio are our arithmetic. Descriptions of what the company expects or believes are its own statements as filed, not our assessment. This is analysis of public documents, not investment, legal or tax advice.