Exhibit 99.2

 

 

 

STAR MEDICAL CENTER, LLC

 

Financial Statements

 

March 31, 2016 

 

 

   
   

  

STAR MEDICAL CENTER, LLC 

 

Table of Contents

 

 

  Page
   
Financial Statements:  
   
Balance Sheet 1
   
Statement of Operations 2
   
Statement of Changes in Members’ Equity 3
   
Statement of Cash Flows 4
   
Notes to Financial Statements 5 - 10

 

 

   
   

 

STAR MEDICAL CENTER, LLC 

 

Balance Sheet

March 31, 2016

 

 

Assets

 

   Unaudited 
Current assets:     
Cash  $2,034,997 
Patient accounts receivable, net   14,938,816 
Inventories   563,321 
Prepaid expenses and other current assets   168,663 
Total current assets   17,705,797 
      
Property and equipment, net   4,246,684 
      
Advances to physicians   826,561 
      
   $22,779,042 
      
      
Liabilities and Members' Equity
      
Current liabilities:     
Accounts payable  $3,339,598 
Accrued interest   202,093 
Other accrued liabilities   2,314,164 
Current maturities of long-term debt   1,516,972 
Total current liabilities   7,372,827 
      
Long-term liabilities:     
Long-term debt, less current maturities   4,624,274 
Deferred rent   78,813 
    4,703,087 
      
      
Members' equity   10,703,128 
      
   $22,779,042 

 

 

No assurance is provided  

 

 - 1 - 
   

 

STAR MEDICAL CENTER, LLC

 

Statement of Operations

For the Three Months Ended March 31, 2016

           

 

   Unaudited 
Operating revenue:     
Net patient service revenue  $9,602,755 
Other operating revenue   212,072 
      
Total operating revenue   9,814,827 
      
      
      
Operating expenses:     
Salaries, wages, and employee benefits   1,103,987 
Professional services, fees, and costs   1,996,999 
Medical supplies, drugs, and implants   723,826 
Marketing and public relations   750,449 
Management fees   627,048 
Occupancy and related expenses   603,414 
Equipment expense   63,779 
Insurance expense   160,535 
Bad debt expense   300,000 
Other operating expenses   274,357 
Interest expense   83,304 
Depreciation and amortization   366,862 
      
Total operating expenses   7,054,560 
      
      
      
Net income  $2,760,267 

 

 

No assurance is provided       

 

 - 2 - 
   

  

STAR MEDICAL CENTER, LLC

 

Statement of Changes In Members' Equity

For the Three Months Ended March 31, 2016

 

 

   Unaudited 
     
     
Balance, December 31, 2015  $8,685,361 
      
Capital contributions   10,000 
      
Distributions   (742,500)
      
Buyout of members   (10,000)
      
Net income   2,760,267 
      
      
Balance, March 31, 2016  $10,703,128 

 

 

No assurance is provided        

 

 - 3 - 
   

 

STAR MEDICAL CENTER, LLC

  

Statement of Cash Flows

For the Three Months Ended March 31, 2016

 

 

   Unaudited 
Cash flows from operating activities:     
Net income  $2,760,267 
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation and amortization   366,862 
Decrease in patient accounts receivable   933,142 
Increase in inventories   (3,109)
Decrease in prepaid expenses and other current assets   24,895 
Decrease in accounts payable   (556,189)
Decrease in accrued liabilities   (1,301,215)
Total adjustments   (535,614)
      
Net cash provided by operating activities   2,224,653 
      
Cash flows from investing activities:     
Advances to physicians   (536,680)
Purchases of property and equipment   (138,479)
      
Net cash used in investing activities   (675,159)
      
Cash flows from financing activities:     
Member capital contributions   10,000 
Member capital distributions/buyouts   (752,500)
Payments on long-term debt   (166,992)
      
Net cash used in financing activities   (909,492)
      
Increase in cash   640,002 
      
Cash, beginning of period   1,394,995 
      
Cash, end of period  $2,034,997 
      
      
Supplemental disclosure of cash flow information:     
Cash paid for interest  $66,637 

 

 

No assurance is provided        

 

 - 4 - 
   

  

STAR MEDICAL CENTER, LLC

 

Notes to Financial Statements

March 31, 2016

 

 

Note 1 – Organization and Nature of Operations

 

Star Medical Center, LLC (“Star”) was formed as a limited liability company in the state of Texas in 2013. Members own units in Star in three classes based on defined investor.

 

Star is licensed as an acute care hospital and operates seven inpatient beds and four operating rooms. It is a specialized surgical hospital located in Plano, Texas and is used by a network of surgical specialists throughout the Dallas/Fort Worth area. Star provides services in various disciplines including pain management, plastic surgery, minimally invasive spine surgery, foot and ankle surgery, and general surgery. The Star network also includes two current Hospital Outpatient Departments with future planned locations.

 

 

Note 2 – Summary of Significant Accounting Policies

 

Basis of presentation

 

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP).

 

Use of estimates

 

The preparation of financial statements in conformity with US GAAP requires management to use estimates and assumptions. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and reported revenues and expenses. Significant estimates used in preparing these financial statements include those assumed in determining the carrying amount of accounts receivable and property and equipment. Actual results could differ from those estimates.

 

Concentration of risk

 

Star maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Star has not experienced any losses in such accounts and believes it is not exposed to any significant risk of loss on cash.

  

 

No assurance is provided

 

 - 5 - 
 

STAR MEDICAL CENTER, LLC

 

Notes to Financial Statements

March 31, 2016

 

 

 

Note 2 – Summary of Significant Accounting Policies (Continued)

 

Accounts receivable

 

Patient accounts receivable are stated at net realizable value.

 

Star maintains an allowance for doubtful accounts for estimated losses resulting from payers’ failure to make payments on accounts and values this allowance based on the aging of accounts and historical payment trends by payers. Management continually monitors and adjusts its reserves and allowances associated with these receivables. Star writes off as bad debt expense uncollectible accounts receivable arising from patient responsibility after all collection efforts have been exhausted.

 

Inventories

 

Inventories consist primarily of medical supplies and are stated at the lower of cost or market on a first-in, first-out basis.

 

Property and equipment

 

Property and equipment is stated at cost and depreciated over their estimated useful lives, ranging from five to fifteen years using the straight-line method. Maintenance and repairs are charged against earnings when incurred; major renewals and betterments are capitalized.

 

Deferred rent

 

Star records rent expense under operating leases with scheduled rent increases on a straight-line basis over the life of the lease. This results in temporary differences between rent expense and the scheduled rent payments, which is recorded as deferred rent in the accompanying balance sheet and reversed over time.

 

Net patient service revenue

 

Net patient service revenue is recognized as services are provided and reported at the estimated net realizable amounts from patients, third-party payers, and others for services rendered.

 

 

No assurance is provided

 

 - 6 - 
 

STAR MEDICAL CENTER, LLC

 

Notes to Financial Statements

March 31, 2016

 

 

 

Note 2 – Summary of Significant Accounting Policies (Continued)

 

Income taxes

 

Star is treated as a partnership and thus is not a taxpaying entity for federal income tax purposes; therefore, no income tax expense has been recorded in the financial statements. Instead, the members are liable for individual federal income taxes on their respective percentage interests of Star’s net taxable income, based on the member operating agreement.

 

Star is required to evaluate each of its tax positions to determine if they are more likely than not to be sustained if the taxing authority examines the respective position. A tax position includes an entity’s status and the decision not to file a return. Penalties and interest assessed by income taxing authorities, if any, are included in interest expense. Star has evaluated each of its tax positions and has determined that no additional provision or liability for income taxes is necessary. Star files income tax returns in the U.S. federal jurisdiction and in the Texas state jurisdiction. All years remain subject to examination by federal and state jurisdictions.

 

Marketing and advertising expenses

 

Star expenses marketing and advertising costs as they are incurred. These expenses were $750,449 for the three months ended March 31, 2016.

 

 

Note 3 – Net Patient Service Revenue and Accounts Receivable

 

Patient service revenue in the accompanying statement of operations is stated net of contractual discounts. Contractual discounts totaled $22,194,134 for the three months ended March 31, 2016. These contractual discounts are primarily related to commercial insurers; Star entered into managed care contracts with several major commercial insurers. Some commercial insurers are billed as out-of-network.

 

As of March 31, 2016, patient accounts receivable are stated net of contractual discounts of $37,566,713 and net of an allowance for doubtful accounts of $1,161,204.

 

 

No assurance is provided

 

 - 7 - 
 

STAR MEDICAL CENTER, LLC

 

Notes to Financial Statements

March 31, 2016

 

 

 

Note 4 – Property and Equipment

 

Property and equipment consist of the following:

 

  Medical equipment  $5,136,229 
  Computer hardware and software   1,663,810 
  Furniture and fixtures   434,628 
  Leasehold improvements   356,664 
      7,591,331 
  Less accumulated depreciation   3,344,647 
     $4,246,684 

 

 

Note 5 – Advances to Physicians

 

The Company makes advances to medical practices owned by physicians under the terms of employment contracts. These advances are to assist with funding of start-up costs incurred by the physicians for their respective practices, which are using the facilities of the Company. The agreements provide for combined monthly funding of $175,234. At the end of each twelve month term, the advances convert to promissory notes with interest at prime plus 2%. The notes are forgiven as compensation to the physicians at 1/24th per month if the physicians fulfill the terms of their employment agreements; if not fulfilled, the loans become due and payable with interest over 24 months. Each note is personally guaranteed by the physician.

 

 

Note 6 – Commitments

 

Star leases its medical facility as well as certain medical equipment under noncancellable operating leases which expire through 2036. The facility lease contains an annual rent escalation clause of 2.5% beginning after the 30th month of the lease. Rent expense for the three months ended March 31, 2016 totaled approximately $380,000 under these leases, and is included in total operating expenses in the accompanying statement of operations. Future minimum payments under noncancellable operating leases are as follows:

 

  2016  $988,720 
  2017   1,368,720 
  2018   1,384,695 
  2019   1,348,606 
  2020   1,376,266 
  Thereafter   24,916,083 

 

 

No assurance is provided

 

 - 8 - 
 

STAR MEDICAL CENTER, LLC

 

Notes to Financial Statements

March 31, 2016

 

 

 

Note 7 – Long-term Debt

 

Long-term debt consists of the following:

 

Note payable to a bank with an initial fixed interest rate of 5.072% per annum through August 6, 2017, and thereafter a benchmark rate as defined in the agreement plus 3.0% through maturity, with a minimum interest rate of 4.75%; principal and interest due and payable monthly under a declining amortization scale, as defined in the agreement, through August 6, 2020; secured by substantially all assets of Star, an assignment of life insurance and certificate of deposit from a member, and guaranteed by its members; subject to certain positive and negative covenants, including the maintenance of a minimum debt service coverage ratio measured semi-annually, and the maintenance of a minimum level of “liquid assets”, as defined in the agreement, by Star and its guarantors  $5,141,246 
      
Note payable to an affiliated entity with interest rate of 8.0% per annum; all unpaid principal and accrued interest due and payable February 2015; subordinated to a bank; unsecured   500,000 
      
Note payable to an affiliated entity with interest rate of 8.0% per annum; all unpaid principal and accrued interest due and payable October 2014; subordinated to a bank; unsecured   500,000 
    6,141,246 
Less current maturities   1,516,972 
   $4,624,274 

 

Future maturities of long-term debt are as follows:

 

  2016  $1,516,972 
  2017   901,170 
  2018   1,337,904 
  2019   1,407,621 
  2020   977,579 

 

 

No assurance is provided

 - 9 - 
 

STAR MEDICAL CENTER, LLC

 

Notes to Financial Statements

March 31, 2016

 

 

 

Note 8 - Related Party Transactions

 

Star pays marketing fees to a related entity with fees ranging from $150,000 per month to $250,000 per month, depending on the marketing activity required. Marketing fees incurred for the three months ended March 31, 2016 were $750,000.

 

Star is managed by a related entity, pursuant to an administrative services agreement (“the agreement”). The agreement provides for a management fee to be paid monthly equal to 6% of net patient revenue, as defined. After the initial one year term, the agreement automatically renews for one year terms unless either party provides 30 days written notice. Management fees incurred under this agreement, for the three months ended March 31, 2016, were $627,048.

 

Star has entered into access agreements with physicians, some of whom are owner/members, to reimburse them for their time, their staff, and any provided materials. The amount is calculated monthly as a percentage of collections for their services. Total reimbursement for these access agreements was $1,296,809 for the three months ended March 31, 2016 and is included in professional services, fees, and costs in the accompanying statement of operations.

 

Star has reimbursed certain related entities for funds advanced and purchases of various other expense items, including medical supplies, in addition to rent, management fees, and marketing fees. Unpaid amounts included in accounts payable and other accrued liabilities, in the balance sheet, related to these fees and expenses were approximately $890,000 as of March 31, 2016.

 

 

Note 9 - Contingencies

 

The healthcare industry is subject to numerous laws and regulations of federal, state, and local governments. These laws and regulations include, but are not limited to, matters such as licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse. Violations of these laws and regulations could result in the imposition of significant fines and penalties. Compliance with such laws and regulations can be subject to future government review and interpretation as well as regulatory actions unknown or unasserted at this time. Star is subject to certain legal proceedings and claims that have arisen in the ordinary course of business. In the opinion of management, resolution of these matters is not expected to materially affect Star’s financial statements.

 

 

Note 10 - Subsequent Events

 

Star has evaluated subsequent events through May 31, 2016, the date which the financial statements were available to be issued.

 

 

No assurance is provided

 

 - 10 -