EX-99.1 3 a10-13117_1ex99d1.htm EX-99.1

Exhibit 99.1

 

MOUNTAIN VIEW HOSPITAL, LLC

 

CONSOLIDATED FINANCIAL STATEMENTS FOR

THE YEARS ENDED DECEMBER 31, 2009 AND 2008

AND INDEPENDENT AUDITORS' REPORT

 



 

MOUNTAIN VIEW HOSPITAL, LLC AND SUBSIDIARY

 

Table of Contents

 

Independent Auditors’ Report

1

 

 

Financial Statements:

 

 

 

Consolidated Balance Sheets

2

 

 

Consolidated Statements of Operations

4

 

 

Consolidated Statements of Members’ Equity

5

 

 

Consolidated Statements of Cash Flows

6

 

 

Notes to Financial Statements

8

 



 

INDEPENDENT AUDITORS’ REPORT

 

Mountain View Hospital, LLC:

 

We have audited the accompanying consolidated balance sheets of Mountain View Hospital, LLC and Subsidiary as of December 31, 2009 and 2008 and the related consolidated statements of operations, members’ equity, and cash flows for the years then ended.  These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit 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 audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mountain View Hospital, LLC and Subsidiary, as of December 31, 2009 and 2008 and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

Our audit was made for the purpose of forming an opinion on the basic consolidated financial statements taken as a whole.  The additional information provided in the supplementary schedule is presented for the purpose of additional analysis and is not a required part of the basic financial statements.  Such information has been subjected to auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

/s/ Cooper Norman

 

 

 

Idaho Falls, Idaho

 

April 9, 2010

 

 

 

1



 

MOUNTAIN VIEW HOSPITAL, LLC AND SUBSIDIARY

 

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2009 AND 2008

 

 

 

2009

 

2008

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash (Note 1)

 

$

 2,271,564

 

$

6,413,669

 

Restricted cash (Note 1)

 

800,000

 

 

 

Accounts receivable - net (Notes 1, 2, and 3)

 

11,551,126

 

9,561,172

 

Inventory (Note 1)

 

958,542

 

674,595

 

Prepaid expenses

 

2,461,563

 

532,374

 

 

 

 

 

 

 

Total current assets

 

18,042,795

 

17,181,810

 

 

 

 

 

 

 

PROPERTY AND EQUIPMENT (Notes 1 and 3):

 

 

 

 

 

Medical equipment

 

15,521,642

 

10,816,495

 

Office equipment

 

2,656,378

 

2,353,749

 

Buildings and improvements

 

7,927,618

 

2,740,896

 

Furniture and fixtures

 

969,680

 

948,594

 

Construction in progress

 

 

 

565,358

 

Vehicles

 

47,857

 

46,183

 

Land

 

22,547

 

22,547

 

 

 

 

 

 

 

 

 

27,145,722

 

17,493,822

 

 

 

 

 

 

 

Less accumulated depreciation

 

(9,232,788

)

(7,778,028

)

 

 

 

 

 

 

Property and equipment  — net

 

17,912,934

 

9,715,794

 

 

 

 

 

 

 

OTHER ASSETS:

 

 

 

 

 

Investments (Notes 1 and 10)

 

277,789

 

 

 

Intangibles - net of amortization of $325,224 and $298,416 for the years ended 2009 and 2008, respectively (Note 1)

 

85,956

 

62,699

 

Deposits

 

150,456

 

98,223

 

 

 

 

 

 

 

Total other assets

 

514,201

 

160,922

 

 

 

 

 

 

 

TOTAL

 

$

36,469,930

 

$

27,058,526

 

 

2



 

 

 

2009

 

2008

 

LIABILITIES AND MEMBERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Accounts payable

 

$

3,151,541

 

$

 2,438,036

 

Operating line of credit (Note 2)

 

253,720

 

739,730

 

Accrued liabilities:

 

 

 

 

 

Payroll, payroll taxes, and benefits (Note 7)

 

1,520,120

 

986,209

 

Interest

 

2,594

 

11,513

 

Other

 

368,451

 

420,901

 

Estimated third party payor settlements (Notes 1 and 6)

 

11,229,502

 

6,667,763

 

Current portion of long-term debt (Notes 3 and 9)

 

731,262

 

972,090

 

 

 

 

 

 

 

Total current liabilities

 

17,257,190

 

12,236,242

 

 

 

 

 

 

 

LONG-TERM LIABILITIES:

 

 

 

 

 

Long-term debt (Notes 3)

 

4,856,506

 

3,348,886

 

Other long-term liabilities (Note 7)

 

100,000

 

331,600

 

 

 

 

 

 

 

Total long-term liabilities

 

4,956,506

 

3,680,486

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (Notes 4, 6, 7, 8, and 11)

 

 

 

 

 

 

 

 

 

 

 

MEMBERS’ EQUITY (Note 11)

 

14,256,234

 

11,141,798

 

 

 

 

 

 

 

TOTAL

 

$

36,469,930

 

$

27,058,526

 

 

See Independent Auditors' Report and

Notes to the Financial Statements.

 

3



 

MOUNTAIN VIEW HOSPITAL, LLC AND SUBSIDIARY

 

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

 

 

 

 

 

Percent

 

 

 

Percent

 

 

 

 

 

of

 

 

 

of

 

 

 

2009

 

Revenue

 

2008

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

REVENUE (Note 1)

 

$

61,320,165

 

100.00

%

$

53,916,646

 

100.00

%

 

 

 

 

 

 

 

 

 

 

OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES (Notes 4 and 5)

 

48,921,770

 

79.78

%

42,872,757

 

79.52

%

 

 

 

 

 

 

 

 

 

 

INCOME FROM OPERATIONS

 

12,398,395

 

20.22

%

11,043,889

 

20.48

%

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

Interest income

 

99,471

 

0.16

%

113,405

 

0.21

%

Other income

 

97,402

 

0.16

%

10,134

 

0.02

%

Net rental income (loss)

 

56,585

 

0.09

%

(52,091

)

-0.10

%

Gain on sale of assets

 

1,283

 

0.00

%

600

 

0.00

%

Interest expense

 

(340,254

)

-0.55

%

(454,703

)

-0.84

%

Depreciation and amortization (Note 1)

 

(1,480,238

)

-2.41

%

(1,349,813

)

-2.50

%

 

 

 

 

 

 

 

 

 

 

Total other income (expense)

 

(1,565,751

)

-2.55

%

(1,732,468

)

-3.21

%

 

 

 

 

 

 

 

 

 

 

NET INCOME FROM CONTINUING OPERATIONS

 

10,832,644

 

17.67

%

9,311,421

 

17.27

%

 

 

 

 

 

 

 

 

 

 

DISCONTINUED OPERATIONS (Note 9)

 

 

 

 

 

(36,579

)

-0.07

%

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

10,832,644

 

17.67

%

$

9,274,842

 

17.20

%

 

See Independent Auditors' Report and

Notes to Financial Statements.

 

4



 

MOUNTAIN VIEW HOSPITAL, LLC AND SUBSIDIARY

 

CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

 

 

 

2009

 

2008

 

 

 

 

 

 

 

MEMBERS’ EQUITY AT BEGINNING OF YEAR

 

$

11,141,798

 

$

6,901,956

 

 

 

 

 

 

 

NET INCOME

 

10,832,644

 

9,274,842

 

 

 

 

 

 

 

MEMBER CONTRIBUTIONS

 

 

 

240,000

 

 

 

 

 

 

 

MEMBER DISTRIBUTIONS

 

(7,718,208

)

(5,275,000

)

 

 

 

 

 

 

MEMBERS’ EQUITY AT END OF YEAR

 

$

14,256,234

 

$

11,141,798

 

 

See Independent Auditors' Report and

Notes to Financial Statements.

 

5



 

MOUNTAIN VIEW HOSPITAL, LLC AND SUBSIDIARY

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

 

 

 

2009

 

2008

 

 

 

 

 

 

 

OPERATING ACTIVITIES:

 

 

 

 

 

Cash received from patient services

 

$

63,891,950

 

$

57,306,733

 

Interest received

 

99,471

 

113,405

 

 

 

 

 

 

 

Cash paid to suppliers and employees

 

(50,223,773

)

(42,424,528

)

Interest paid

 

(349,173

)

(465,777

)

Other income (expense)

 

153,987

 

(41,957

)

 

 

 

 

 

 

Net cash provided by operating activities

 

13,572,462

 

14,487,876

 

 

 

 

 

 

 

INVESTING ACTIVITIES:

 

 

 

 

 

Purchase of property and equipment

 

(9,701,072

)

(2,443,910

)

Proceeds from sale of equipment

 

1,720

 

600

 

Increase in investment in wholly-owned subsidiary

 

(277,789

)

 

 

 

 

 

 

 

 

Net cash used by investing activities

 

(9,977,141

)

(2,443,310

)

 

 

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

 

Net payments on operating line of credit

 

(486,010

)

(760,270

)

Proceeds from long-term debt

 

5,116,631

 

898,388

 

Payments on long-term debt

 

(3,849,839

)

(2,781,169

)

Increase in restricted cash

 

(800,000

)

 

 

Member distributions

 

(7,718,208

)

(5,275,000

)

 

 

 

 

 

 

Net cash used by financing activities

 

(7,737,426

)

(7,918,051

)

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

 

(4,142,105

)

4,126,515

 

 

 

 

 

 

 

CASH AT BEGINNING OF YEAR

 

6,413,669

 

2,287,154

 

 

 

 

 

 

 

CASH AT END OF YEAR

 

$

2,271,564

 

$

6,413,669

 

 

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES

 

2009

 

 

 

 

 

Construction in progress placed into service Buildings and improvements

 

565,358

 

 

 

Construction in progress

 

 

 

565,358

 

2008

 

 

 

 

 

Conversion of long-term debt to equity membership units Long-term debt

 

240,000

 

 

 

Member contributions

 

 

 

240,000

 

 

6



 

 

 

2009

 

2008

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

10,832,644

 

$

9,274,842

 

 

 

 

 

 

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

1,480,238

 

1,349,813

 

Increase in estimated third party payor settlements

 

4,561,739

 

5,144,681

 

Discontinued operations

 

 

 

36,579

 

Gain on sale of assets

 

(1,283

)

(600

)

 

 

 

 

 

 

Change in assets and liabilities, net of effects from non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

 

 

(Increase) decrease in operating assets:

 

 

 

 

 

Accounts receivable - net

 

(1,989,954

)

(1,754,594

)

Inventory

 

(283,947

)

(118,570

)

Prepaid expenses

 

(1,929,189

)

(53

)

Deposits

 

(52,233

)

10,996

 

 

 

 

 

 

 

Increase (decrease) in operating liabilities:

 

 

 

 

 

Accounts payable

 

713,505

 

427,787

 

Accrued liabilities

 

240,942

 

116,995

 

 

 

 

 

 

 

NET CASH PROVIDED BY OPERATING ACTIVITIES

 

$

13,572,462

 

$

14,487,876

 

 

See Independent Auditors' Report and

Notes to Financial Statements.

 

7



 

MOUNTAIN VIEW HOSPITAL, LLC AND SUBSIDIARY

 

NOTES TO FINANCIAL STATEMENTS

 

1.                                       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization and Nature of Business

 

Mountain View Hospital, LLC (Company) operates a for-profit hospital located in Idaho Falls, Idaho.  The entity was formed as a limited liability company on September 15, 1999 and began operations at the end of 2002.  The Company is engaged in the business of providing a comprehensive array of quality health care services in the most cost-effective manner consistent with the Company’s ethics and compliance program, governmental regulations and guidelines, and industry standards.

 

During 2009, the Company formed MVH SNF Holding, LLC which will begin to operate as a wholly-owned subsidiary of the Company in 2010.  The subsidiary is invested in a project which will be a licensed Skilled Nursing Facility (SNF) and operate as a Transitional Care Unit. Transitional care serves individuals who have been discharged from the hospital but still require short-term rehabilitation and medical care.  (Note 10)

 

Basis of Consolidation

 

The consolidated financial statements for the year ended December 31, 2009, include the accounts of the Company and its wholly-owned subsidiary, MVH SNF Holding, LLC (Note 10).  If applicable, inter-company balances and transactions have been eliminated in the consolidation.

 

Estimates

 

The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates and assumptions.

 

Cash and cash equivalents

 

The Company considers all short-term debt securities purchased with a maturity of three months or less to be cash equivalents.  The carrying amount approximates fair value due to the relatively short period to maturity of these instruments.  The Company places its temporary cash investments with high credit quality financial institutions.  At times, such investments may exceed the FDIC insurance limit.  As of December 31, 2008, the investments exceeded the insurance limit by $5,911,519.

 

8



 

1.                                       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

 

Cash and cash equivalents, Continued

 

For the year ended December 31, 2009, the Company’s banking institutions participated in the FDIC’s temporary Transaction Account Guarantee Program (TAGP).  This program offers depositors’ unlimited coverage for non-interest bearing accounts.  This unlimited insurance coverage is temporary and will remain in effect until June 30, 2010.  As of December 31, 2009, investments which were held in interest bearing accounts not subject to the TAGP exceeded the insurance limit by $2,117,871.

 

Restricted cash

 

The Company is required to maintain an $800,000 Certificate of Deposit (CD) which serves as additional collateral for the Letter of Credit with the Bank of Commerce (Note 8).  This CD is not available for withdrawal until the letter of credit and CD mature on June 23, 2010. Interest earned on the CD is available for use by the Company.

 

Accounts Receivable and Revenues

 

Revenues are comprised primarily of patient income based upon the established fee structure of the Company, less contractual adjustments.  Contractual adjustments are the result of agreed upon fee structures with insurance companies, commercial providers, and governmental agencies including Medicare and Medicaid.  The Medicare and Medicaid programs are complex and require the management of the Company to make estimates, to exercise judgment, and to interpret the rules governing the programs.  A reasonable possibility exists that material changes to revenues could result as contractual adjustments are finalized for each patient, including payments from Medicare and Medicaid.

 

Net patient service revenue is reported at estimated net realizable amounts from patients, third-party payors, and others for services rendered and includes estimated retroactive revenue adjustments due to future audits, reviews, and investigations.  Retroactive adjustments are considered in the recognition of revenue on an estimated basis in the period the related services are rendered, and such amounts are adjusted in future periods as adjustments become known or as years are no longer subject to such audits, reviews, and investigations.  Changes in contractual agreements and in the Medicare and Medicaid programs can occur regularly, thus requiring management to continually review and update the estimates of revenues and the collectability of accounts receivable.

 

-Continued-

 

9



 

1.                                       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

 

Accounts Receivable and Revenues, continued

 

The collectability of accounts receivable is dependent upon each patient’s ability to pay for amounts not paid by insurance carriers, commercial providers, or programs such as Medicare and Medicaid.  Certain patients that do not have the resources to pay may be categorized as charity care and the amounts are not included in revenues.  Revenues derived from uninsured patient fees that are not categorized as charity care are reported in revenues with an associated increase to the allowance for doubtful accounts for amounts anticipated as uncollectible.

 

The allowance for doubtful accounts is based upon management’s best estimate after considering all material factors affecting a patient’s ability to pay.  Management relies upon industry norms, economic indicators, and historical review of collections in estimating the allowance for doubtful accounts.   Allowance for doubtful accounts and contractual adjustments was $10,398,318 and $8,134,181 for the years ended December 31, 2009 and 2008, respectively.

 

Inventory

 

Inventory is stated at the lower of cost (first-in, first-out method) or market and consists primarily of medical supplies and pharmacy prescription drugs.

 

Property and Equipment

 

Property and equipment are stated at cost.  Depreciation is provided using the straight-line method.  Estimated useful lives and accumulated depreciation are as follows:

 

 

 

Estimated

 

Accumulated Depreciation

 

Description

 

Useful Lives

 

2009

 

2008

 

Medical equipment

 

5 - 15

 

$

6,066,233

 

$

5,154,494

 

Office equipment

 

3 - 7

 

2,079,917

 

1,855,077

 

Buildings and improvements

 

10 - 40

 

524,849

 

299,112

 

Furniture and fixtures

 

10 - 30

 

549,133

 

454,330

 

Vehicles

 

5

 

12,656

 

15,015

 

Total

 

 

 

$

9,232,788

 

$

7,778,028

 

 

-Continued-

 

10



 

1.             SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

 

Intangibles

 

Intangibles are stated at cost. Amortization is provided using the straight-line method.  Estimated useful lives and accumulated amortization are as follows:

 

Description

 

Estimated
Useful Lives

 

Accumulated
2009

 

Amortization
2008

 

Syndication costs

 

5

 

$

 50,000

 

$

50,000

 

Organization costs

 

5

 

50,417

 

49,417

 

Hyperbaric contract

 

 

 

122,565

 

122,565

 

Loan fees

 

5

 

102,242

 

76,434

 

Total

 

 

 

$

325,224

 

$

298,416

 

 

A contract for the hyperbaric department was terminated during 2006.  The liability resulting from the termination was payable over twenty-four months and was recorded on the balance sheet (Note 3).  The termination costs were amortized over the term of the contract which ended in 2008.

 

Advertising

 

Advertising costs are charged to operations as they are incurred.  Advertising costs were $548,176 and $727,784 for the years ended December 31, 2009 and 2008, respectively.

 

Income Taxes

 

The Company is treated as a partnership under the provisions of the Internal Revenue Code.  In general, these provisions permit taxation of income directly to the members.  Accordingly, no provision for income taxes has been made in the accompanying financial statements.

 

The Company uses the cash basis method of reporting for income tax purposes.  Under this method, cash receipts and disbursements are reported when received and paid, rather than when they occur.  The difference in net income converting from accrual to cash is $2,600,402 and $2,734,501 for the years ended December 31, 2009 and 2008, respectively.

 

Depreciation and amortization for tax purposes use accelerated methods and shorter lives than for financial reporting.  Expense for tax purposes was $2,754,330 and $1,055,265 greater than for financial statement reporting for the years ended December 31, 2009 and 2008, respectively.

 

-Continued-

 

11



 

1.             SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

 

Income Taxes, Continued

 

Tax credits are accounted for using the flow-through method, which reduces income tax expense on the members’ personal tax returns.  The Company generated tax credits of $75,600 and $23,399 for the years ended December 31, 2009 and 2008, respectively.  Recapture of tax credits occurs when qualifying assets are disposed of prior to the end of their useful lives.  The Company recognized recaptured tax credits of $7 and $795 for the years ended December 31, 2009 and 2008.

 

Under ASC 740-10-50 these are considered income tax positions subject to evaluation regarding the possibility of the position being overturned upon examination by a taxing authority.  Management believes these positions will not be overturned.  No interest or penalties related to income taxes have been recognized in the statement of operations or statements of financial position.  The Company uses a calendar year end for income tax reporting purposes, and tax years back to and including the tax year ended December 31, 2006 are subject to examination by major taxing jurisdictions.

 

Subsequent Events

 

Subsequent events were evaluated through April 9, 2010, which is the date the financial statements were available to be issued. (See Note 11)

 

2.             OPERATING LINE OF CREDIT

 

The Company has a $3,000,000 operating line of credit with the Bank of Commerce.  Interest is payable monthly at 1.5% above the Bank’s reference rate with a floor of 6.5% and a ceiling of 18%.  As of December 31, 2009, the interest rate is 6.5%.  The line of credit is secured by accounts receivable and deposit accounts owned by the Company and is due June 23, 2010.  The line is also personally guaranteed by several of the equity partners.

 

12



 

3.                                       LONG-TERM DEBT

 

Long-term debt consists of the following:

 

 

 

2009

 

2008

 

Bank of Idaho:

 

 

 

 

 

The note is payable in monthly installments of $12,767, including interest at 6%. Equipment costing $658,828 is pledged as collateral.

 

$

450,733

 

$

572,476

 

 

 

 

 

 

 

The note is payable in monthly installments of $30,518, including interest at 1.5% above the Bank’s reference rate. The rate at December 31, 2009 was 6%. The interest rate has a floor of 6%. A balloon payment of the remaining balance is due at maturity on October 17, 2016. Equipment is pledged as collateral.

 

2,021,036

 

 

 

 

 

 

 

 

 

Bank of Commerce:

 

 

 

 

 

The note is payable in monthly installments of $34,120, including interest at 1.5% above the Bank’s reference rate. The rate at December 31, 2009 was 6.5%. The interest rate has a floor of 6.5% and a ceiling of 18%. A balloon payment of the remaining balance is due at maturity on July 20, 2012. Accounts receivable, deposit accounts, and equipment are pledged as collateral. The note is also guaranteed by several of the equity partners.

 

2,881,065

 

2,960,512

 

 

 

 

 

 

 

This note was payable in monthly installments of $4,632, including interest at 6%. Equipment costing $239,560 was pledged as collateral.

 

 

 

207,784

 

 

 

 

 

 

 

Stryker Capital:

 

 

 

 

 

This note is payable in monthly installments of $9,446, including interest at 9%. Equipment costing $293,353 is pledged as collateral.

 

95,412

 

 

 

 

 

 

 

 

 

This note was payable on a fee per use schedule of $773, including interest at 10.586%. Equipment costing $199,940 was pledged as collateral.

 

 

 

1,998

 

 

 

 

 

 

 

HMG — Idaho Falls, LLC:

 

 

 

 

 

The note is payable in monthly installments of $9,585, including interest at 9%. Equipment is pledged as collateral.

 

18,158

 

55,509

 

 

-Continued-

 

13



 

3.                                       LONG-TERM DEBT, CONTINUED

 

GE Healthcare:

 

 

 

 

 

The note is payable in monthly installments of $11,442, including interest at 7.33%. Equipment costing $371,000 is pledged as collateral.

 

121,364

 

244,811

 

 

 

 

 

 

 

ISE Equipment:

 

 

 

 

 

The note was payable in monthly installments of $2,078. There was no stated interest rate. Equipment costing $87,632 was pledged as collateral.

 

 

 

22,858

 

 

 

 

 

 

 

Medical Imaging Associates:

 

 

 

 

 

The note was payable in monthly installments of $192. There was no stated interest rate. Medical equipment costing $24,380 was pledged as collateral.

 

 

 

2,300

 

 

 

 

 

 

 

Key Bank:

 

 

 

 

 

The obligation originated from the cancellation of a contract on new equipment. The obligation was payable in monthly installments of $35,629 using a present value factor of 9% (see Note 10).

 

 

 

252,728

 

 

 

 

 

 

 

Total

 

5,587,768

 

4,320,976

 

 

 

 

 

 

 

Less current portion

 

(731,262

)

(972,090

)

 

 

 

 

 

 

Long-term debt

 

$

4,856,506

 

$

3,348,886

 

 

Maturities of long-term debt are as follows:

 

Year ending December 31,

 

 

 

2010

 

$

731,262

 

2011

 

642,190

 

2012

 

2,823,949

 

2013

 

329,826

 

2014

 

310,913

 

Thereafter

 

749,628

 

Total

 

$

5,587,768

 

 

14



 

4.             OPERATING LEASE COMMITMENTS

 

During 2009, the Company entered into an operating lease on new equipment with a value of $216,970.  Lease payments of $27,423 were paid in the year ended December 31, 2009.

 

During 2009, the Company entered into an operating lease on new equipment with a value of $121,680.  No lease payments were paid in the year ended December 31, 2009.

 

During 2007, the Company entered into an operating lease on new equipment with a value of $57,915.  Lease payments of $20,772 and $20,777 were paid for the years ended December 31, 2009 and 2008.

 

During 2002, the Company entered into a 25-year lease of the real property and building occupied by the Company.  Lease payments of $3,764,608 and $3,654,960 were paid for the years ended December 31, 2009 and 2008, respectively.  There is a 3% increase each year to the base rent payment.  The monthly base rent at December 31, 2009 is $321,521.

 

During 2006, the Company entered into a one-year lease of the real property on Channing Way to be effective January 1, 2007.  The lease was negotiated with a related-party of a minority member and member of the Company’s board of directors.  The lease was negotiated at fair market value.  Lease payments of $99,026 and $98,532 were paid in each of the years ended December 31, 2009 and 2008, respectively.

 

During 2006, the Company entered into a 10-year lease of the real property and building effective August 2006.  During 2007, the Company entered into an additional 5-year lease for additional space in the same building effective February 2007.  The agreements include monthly lease payments paid at the annual rate of $16 per square foot.  There is a 3% increase each year to the base rent payment.  Lease payments of $267,594 and $254,528 were paid for the years ended December 31, 2009 and 2008, respectively.

 

The Company assumed various leases of real property in connection with contracted services that are accounted for on a month-to-month basis.  Lease payments of $95,563 and $109,275 were paid for the years ended December 31, 2009 and 2008.

 

-Continued-

 

15



 

 

4.             OPERATING LEASE COMMITMENTS, CONTINUED

 

Future non-cancellable lease payments are as follows:

 

Year Ending

 

 

 

 

 

December 31,

 

Building

 

Equipment

 

2010

 

$

4,360,379

 

$

115,930

 

2011

 

4,371,978

 

123,170

 

2012

 

4,439,515

 

69,711

 

2013

 

4,538,280

 

39,972

 

2014

 

4,674,428

 

 

 

Thereafter

 

69,146,974

 

 

 

 

 

 

 

 

 

Total

 

$

91,531,554

 

$

348,783

 

 

5.             PENSION AND PROFIT SHARING PLANS

 

Effective January 1, 2004, the Company adopted a qualified retirement plan covering substantially all employees.  The plan allows for annual profit sharing contributions to be made at the discretion of management.  The plan also allows employees to make contributions to the plan under a 401(k) salary deferral arrangement.

 

The plan matches 100% of deferrals up to 3% of compensation.  The Company incurred expense of $221,039 and $189,634 in matching contributions in 2009 and 2008, respectively.  There was no annual discretionary profit sharing contribution for the years ended December 31, 2009 and 2008.

 

6.                                       ESTIMATED THIRD PARTY PAYOR SETTLEMENTS

 

Medicaid has been reimbursing the Company at a rate higher than similar companies under similar circumstances.  Medicaid obtains the cost report from Medicare and determines what rate it will reimburse the Company, but its analysis is usually two to three years from the date of original filing.  The Company expects a retroactive reduction in amounts it has been paid by Medicaid.  The Company is currently working under interim Medicaid rates based on 2006 cost report settlement.  The reserves accrued are the Company’s best estimate of what the liability may be for the years ended December 31, 2009 and 2008.

 

Medicare and Medicaid programs accounted for approximately 27.2 percent and 24.1 percent of the Company’s net patient revenue for the years ended December 31, 2009 and 2008, respectively.  Laws and regulations governing the Medicare and Medicaid programs are extremely complex and subject to interpretation.  As a result, there is at least a reasonable possibility that recorded estimates will change by a material amount in the near term.

 

16



 

7.                                       OTHER LONG-TERM LIABILITIES

 

The Company has entered into a deferred compensation arrangement for certain members of management that is contingent on the sale of majority equity membership units (see Note 11).  The amount accrued is the Company’s best estimate of what the liability may be.  The amount accrued was $275,105 and $231,600 as of December 31, 2009 and 2008, respectively.  The liability is expected to be paid by the company during 2010.  As such, the accrual has been included in current liabilities for the year ended December 31, 2009 compared to the year ended December 31, 2008 when the liability was included in other long-term liabilities.

 

An additional accrued liability of $100,000 has been recorded for the years ended December 31, 2009 and 2008.  This is a reserve for estimated legal fees and other costs associated with pending legal matters.  Management believes that this reserve is sufficient to cover any pending litigation costs.

 

8.                                       LETTER OF CREDIT

 

The Company had an irrevocable letter of credit with the Bank of Commerce for $7,800,000 as required for the building lease (Note 4).  Interest is payable monthly at 1.5% over the Bank’s reference rate with a ceiling of 18% and a floor of 6.5%.  The interest rate as of December 31, 2009 was 6.5%.  The principal is payable in full on June 23, 2010.

 

9.                                       DISCONTINUED OPERATIONS

 

In August 2006, the Company discontinued its Cath Lab operations.  The assets used by the Cath Lab were disposed and the facility was converted to other operations.  The total amount expected to be incurred with this activity was $1,204,249.  The amount incurred was $252,727 and $373,117 for the years ended December 31, 2009 and 2008, respectively.  The cumulative amount incurred was $1,196,604 as of December 31, 2009.

 

Accretion expense has been recognized as a result of changes in the timing and amount of expected cash flows for 2009.  The net cumulative and current period effect of these changes was $36,579 as of December 31, 2008:

 

Revised expected cash flows discounted

 

$

56,079

 

Reduction in 2008 sublease payments

 

(19,500

)

Net change in carrying amount of liability

 

$

36,579

 

 

 

 

 

Beginning balance of liability

 

$

583,750

 

Net lease payments

 

(373,117

)

Interest charged to expense

 

5,515

 

Accretion expense

 

36,579

 

Ending balance of liability

 

$

252,727

 

 

The liability was settled during the year ending December 31, 2009 and no additional loss from discontinued operations has been recorded.

 

17



 

10.                                 INVESTMENT IN WHOLLY-OWNED SUBSIDIARY

 

MVH SNF Holding, LLC (SNF) incurred no operating income or expenses for the year ended December 31, 2009. Activity consists of investments into three separate entities as follows:

 

TCU Management LLC

 

50

%

SNF Ammon Operating LLC

 

24

%

SNF Ammon Real Estate LLC

 

9

%

 

SNF has signed a debt guaranty on a line of credit held by another entity in which SNF has invested.  The total amount available on the line is $3,900,000, and the balance on the line as of December 31, 2009 was $242,157.  The line of credit is due June 20, 2011 and had an interest rate as of December 31, 2009 of 5%.

 

11.                                 SUBSEQUENT EVENTS

 

In April 2010, SMBI Idaho, LLC, a wholly-owned subsidiary of Symbion, Inc. (Symbion) purchased a 54.46 percent membership interest in the Company. Symbion is headquartered in Nashville, Tennessee, and is a leading operator of short-stay surgical facilities with a network of more than 70 short-stay facilities.  A pro rata cash distribution was made to members in proportion to the number of units owned by each member.  The Company entered into an amended operating agreement with SymbionArc Management Services, Inc., an affiliate of Symbion, under which Symbion assumed the responsibility of managing the Company’s facilities.

 

In March 2010, the State of Idaho announced that due to state budget shortfalls, the State would place a temporary freeze on Medicaid payments to every hospital and nursing facility in Idaho.  At the time the financial statements were available to be issued, the State of Idaho expects to begin withholding payments on May 3, 2010.  The delay in payments is expected to continue until June 30, 2010, which is the end of Idaho’s current fiscal year.  At this time, Idaho will make the payments that were withheld during the temporary freeze.  Management believes that the cash shortfall during the period will be approximately $3 to $4.5 million dollars. Management believes that the Company has sufficient other sources of cash flow to meet operating needs during this period.  However, cash available for distribution to members of the Company will be reduced during this time.

 

18


 


 

Mountain View Hospital

Balance Sheet

As of March 31, 2010

(Unaudited, in thousands)

 

 

 

March 31,
2010

 

ASSETS

 

 

 

Current assets:

 

 

 

Cash and cash equivalents

 

$

6,132

 

Accounts receivable, net

 

9,321

 

Inventories

 

1,139

 

Prepaid expenses and other current assets

 

482

 

Total current assets

 

17,074

 

Land

 

23

 

Furniture and equipment

 

10,043

 

Computers and software

 

187

 

 

 

10,253

 

Less accumulated depreciation

 

 

Property and equipment, net

 

10,253

 

Total assets

 

$

27,327

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

Current liabilities:

 

 

 

Accounts payable

 

$

2,588

 

Accrued payroll and benefits

 

2,266

 

Other accrued expenses

 

320

 

Current maturities of long-term debt

 

1,075

 

Total current liabilities

 

6,249

 

Long-term debt, less current maturities

 

6,478

 

Other liabilities

 

13,076

 

Total equity

 

1,524

 

Total liabilities and stockholders’ equity

 

$

27,327

 

 

19



 

Mountain View Hospital

Statement of Operations

For the Three Months Ended March 31, 2010

(Unaudited, in thousands)

 

 

Three Months
Ended

 

 

 

March 31,
2010

 

 

 

 

 

Revenues

 

$

14,866

 

Operating expenses:

 

 

 

Salaries and benefits

 

4,770

 

Supplies

 

4,125

 

Professional and medical fees

 

2,696

 

Rent and lease expense, net

 

1,073

 

Other operating expenses

 

793

 

Cost of revenues

 

13,457

 

Depreciation and amortization

 

373

 

Provision for doubtful accounts

 

368

 

Total operating expenses

 

14,198

 

Operating income

 

668

 

Interest expense, net

 

(90

)

Net Income

 

$

578

 

 

20