Attached files
file | filename |
---|---|
EX-2.1 - RadNet, Inc. | v207373_ex2-1.htm |
EX-2.2 - RadNet, Inc. | v207373_ex2-2.htm |
EX-23.1 - RadNet, Inc. | v207373_ex23-1.htm |
EX-99.2 - RadNet, Inc. | v207373_ex99-2.htm |
8-K/A - RadNet, Inc. | v207373_8ka.htm |
Exhibit
99.1
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Independent
Auditor’s Report and
Consolidated
and Combined Financial Statements
Years
Ended December 31, 2009 and 2008
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
TABLE OF
CONTENTS
Page
|
|
Number
|
|
Independent
Auditors’ Report
|
1
|
Consolidated
and Combined Balance Sheets
|
2 -
3
|
Consolidated
and Combined Statements of Income
|
4
|
Consolidated
and Combined Statements of Cash Flows
|
5 -
6
|
Notes
to Consolidated and Combined Financial Statements
|
7 –
15
|
Independent Auditors'
Report
To The
Members Of
Progressive Health, LLC and
Affiliates
Englewood Cliffs, New
Jersey
We have
audited the accompanying consolidated and combined balance sheets of Progressive
Health, LLC and Affiliates (a limited liability company) (the Company) as of
December 31, 2009 and 2008, and the related consolidated and combined statements
of income and cash flows for the years then ended. These consolidated
and combined financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
consolidated and combined financial statements based on our
audits. We did not audit the financial statements of West Palm Beach
MRI, LLC as of December 31, 2008 and for the year then ended, which statements
reflect total assets of $369,631 as of December 31, 2008 and total revenues of
$1,300,350 for the year then ended. That statement was audited by
other auditors whose report has been furnished to us, and our opinion, insofar
as it relates to the amounts included for West Palm Beach MRI, LLC for 2008, is
based solely on the report of the other auditors.
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
consolidated and combined financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated and combined
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, based on our audits and the report of the other auditors, the
consolidated and combined financial statements referred to above present fairly,
in all material respects, the financial position of Progressive Health, LLC and
Affiliates 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 State of America.
Hackensack,
New Jersey
October
19, 2010
75 ESEX
STREET, SUITE 200, HACKENSACK, NJ
07601 201.487.7744 FAX:
201.487.8848 E-MAIL: tc@tccpa.net www.tccpa.net
– 1
–
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Consolidated
and Combined Balance Sheets
December
31, 2009 and 2008
ASSETS
2009
|
2008
|
|||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 572,663 | $ | 530,933 | ||||
Accounts
receivable (net of allowances for contractual discounts of $4,866,972 and
$2,843,298 and uncollectible accounts of $5,190,787 and $3,860,356,
respectively)
|
7,029,737 | 5,954,634 | ||||||
Prepaid
expenses and other current assets
|
216,596 | 149,694 | ||||||
Total
current assets
|
7,818,996 | 6,635,261 | ||||||
Property
and Equipment:
|
||||||||
Medical
diagnostic equipment
|
7,500,743 | 7,394,631 | ||||||
Office
equipment
|
82,700 | 62,473 | ||||||
Computer
equipment
|
556,093 | 529,027 | ||||||
Leasehold
improvements
|
2,072,131 | 1,205,496 | ||||||
Vehicles
|
24,793 | 24,793 | ||||||
Furniture
and fixtures
|
22,894 | 23,282 | ||||||
10,259,354 | 9,239,702 | |||||||
Less:
Accumulated depreciation
|
6,099,842 | 6,347,325 | ||||||
Total
property and equipment - net
|
4,159,512 | 2,892,377 | ||||||
Other
Assets:
|
||||||||
Goodwill
|
208,418 | - | ||||||
Other
receivables
|
39,492 | 186,079 | ||||||
Deposits
and other assets
|
133,910 | 203,537 | ||||||
Total
other assets
|
381,820 | 389,616 | ||||||
Total
Assets
|
$ | 12,360,328 | $ | 9,917,254 |
See
Independent Auditor’s Report and Notes to Consolidated and Combined Financial
Statements
– 2
–
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Consolidated
and Combined Balance Sheets (continued)
December
31, 2009 and 2008
LIABILITIES
& MEMBERS' EQUITY
2009
|
2008
|
|||||||
Current
Liabilities:
|
||||||||
Accounts
payable
|
$ | 267,011 | $ | 197,946 | ||||
Accrued
expenses
|
573,916 | 419,010 | ||||||
Ambulatory
fees payable
|
759,404 | 633,296 | ||||||
Management
fees payable
|
562,932 | 381,055 | ||||||
Radiology
fees payable
|
420,130 | 384,406 | ||||||
Line
of Credit
|
573,000 | - | ||||||
Capital
lease obligations - current portion
|
907,931 | 612,443 | ||||||
Total
current liabilities
|
4,064,324 | 2,628,156 | ||||||
Long
Term Liabilities:
|
||||||||
Capital
lease obligations - net of current portion
|
2,535,949 | 1,390,610 | ||||||
Commitments
and Contingencies
|
||||||||
Members'
Equity:
|
||||||||
Members'
equity
|
4,582,348 | 4,884,881 | ||||||
Non-controlling
interest
|
1,177,707 | 1,013,607 | ||||||
Total
members' equity
|
5,760,055 | 5,898,488 | ||||||
Total
Liabilities and Members' Equity
|
$ | 12,360,328 | $ | 9,917,254 |
See
Independent Auditor’s Report and Notes to Consolidated and Combined Financial
Statements
– 3
–
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Consolidated
and Combined Statements of Income
Years
Ended December 31, 2009 and 2008
2009
|
2008
|
|||||||
Revenues:
|
||||||||
Patient
service fees
|
$ | 47,786,304 | $ | 36,857,192 | ||||
Less:
Contractual discounts
|
29,338,586 | 22,151,668 | ||||||
Total
revenues
|
18,447,718 | 14,705,524 | ||||||
Operating
Expenses:
|
||||||||
Technical
service payroll and related expenses
|
5,524,748 | 4,773,369 | ||||||
Radiology
fees
|
2,482,556 | 1,314,205 | ||||||
Medical
and film supplies
|
458,343 | 356,182 | ||||||
Rent
expense
|
801,097 | 603,970 | ||||||
Equipment
repairs and maintenance
|
863,553 | 699,072 | ||||||
Management
fees
|
280,528 | 301,239 | ||||||
Provision
for uncollectible accounts
|
1,245,633 | 882,064 | ||||||
Ambulatory
care tax
|
452,337 | 367,631 | ||||||
General
and administrative expenses
|
2,817,046 | 2,127,067 | ||||||
Depreciation
|
1,319,729 | 935,669 | ||||||
Total
operating expenses
|
16,245,570 | 12,360,468 | ||||||
Income
From Operations
|
2,202,148 | 2,345,056 | ||||||
Other
Income (Expense):
|
||||||||
Earnings
from investment in limited liability company
|
- | - | ||||||
Other
income
|
33,358 | 101,259 | ||||||
Interest
expense
|
(225,090 | ) | (154,474 | ) | ||||
Total
Other Income (Expense)
|
(191,732 | ) | (53,215 | ) | ||||
Net
Income
|
$ | 2,010,416 | $ | 2,291,841 | ||||
Less:
Net income attributable to non-controlling interest
|
360,828 | 204,508 | ||||||
Net
Income attribuatable to Progressive Health and Affiliates,
L.L.C.
|
1,649,588 | 2,087,333 | ||||||
Members'
Equity - Beginning of Year
|
4,884,881 | 5,430,753 | ||||||
Distributions
to Members
|
(1,952,121 | ) | (2,633,205 | ) | ||||
Members'
Equity - End of Year
|
$ | 4,582,348 | $ | 4,884,881 |
See
Independent Auditor’s Report and Notes to Consolidated and Combined Financial
Statements
– 4
–
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Consolidated
and Combined Statements of Cash Flows
Years
Ended December 31, 2009 and 2008
2009
|
2008
|
|||||||
Cash
Flows From Operating Activities:
|
||||||||
Net
income
|
$ | 1,649,588 | $ | 2,087,333 | ||||
Adjustments
to reconcile net income to net cash provided by operating activities
-
|
||||||||
Minority
interests in net income of consolidated affiliates
|
360,828 | 204,508 | ||||||
Provision
for uncollectible accounts
|
1,245,633 | 882,064 | ||||||
Depreciation
|
1,319,729 | 935,669 | ||||||
Changes
in assets and liabilities -
|
||||||||
(Increase)
decrease in:
|
||||||||
Accounts
receivable
|
(1,925,308 | ) | (295,429 | ) | ||||
Prepaid
expenses and other current assets
|
2,176 | 13,811 | ||||||
Deposits
and other assets
|
69,627 | (68,832 | ) | |||||
Increase
(decrease) in:
|
||||||||
Accounts
payable
|
(72,243 | ) | 20,421 | |||||
Accrued
expenses
|
141,643 | (85,872 | ) | |||||
Ambulatory
fees payable
|
6,924 | 22,739 | ||||||
Management
fees payable
|
181,877 | 115,072 | ||||||
Radiology
fees payable
|
(18,646 | ) | 40,770 | |||||
Net
Cash Provided By Operating Activities
|
2,961,828 | 3,872,254 | ||||||
Cash
Flows From Investing Activities:
|
||||||||
Purchase
of property and equipment
|
(431,125 | ) | (331,316 | ) | ||||
Distributions
from limited liability company investment
|
- | 88,531 | ||||||
Repayments
from (loans to) related parties
|
(37,256 | ) | (115,731 | ) | ||||
Net
Cash Used In Investing Activities
|
(468,381 | ) | (358,516 | ) | ||||
Cash
Flows From Financing Activities:
|
||||||||
Payments
of capital lease obligations
|
(875,868 | ) | (575,349 | ) | ||||
Borrowings
from (payments to) line of credit - net
|
573,000 | - | ||||||
Redemption
of minority interest
|
(6,000 | ) | - | |||||
Distributions
to members including minority interests
|
(2,142,849 | ) | (2,748,535 | ) | ||||
Net
Cash Used In Financing Activities
|
(2,451,717 | ) | (3,323,884 | ) |
See
Independent Auditor’s Report and Notes to Consolidated and Combined Financial
Statements
– 5
–
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Consolidated
and Combined Statements of Cash Flows (Continued)
Years
Ended December 31, 2009 and 2008
2009
|
2008
|
|||||||
Net
Increase (Decrease) in Cash and Cash Equivalents
|
41,730 | 189,854 | ||||||
Cash
and Cash Equivalents - Beginning of Year
|
530,933 | 341,079 | ||||||
Cash
and Cash Equivalents - End of Year
|
$ | 572,663 | $ | 530,933 | ||||
Supplemental
Disclosures of Cash Flow Information:
|
||||||||
Cash
paid during the year for - Interest
|
$ | 225,090 | $ | 154,474 | ||||
Supplemental
Disclosure of Non-cash Investing and Financing Activites:
|
||||||||
Acquisition
of medical equipment through capital lease obligations
|
$ | 626,717 | $ | - |
See
Independent Auditor’s Report and Notes to Consolidated and Combined Financial
Statements
– 6
–
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Notes to
Consolidated and Combined Financial Statements
December
31, 2009 and 2008
1.
|
General
|
East
Bergen Imaging, LLC was the initial operating company and was formed in
1998. Subsequently, Progressive Health, LLC and Affiliates (“the
Company”) was formed to own and manage additional medical diagnostic imaging
centers and provide consulting services. The Company’s medical
imaging centers are located in New Jersey and Florida. East Bergen
Imaging, LLC operates as an independent imaging center with common
ownership.
2.
|
Summary of Significant
Accounting Policies
|
|
A)
|
Principles
of Consolidation and Combination –
|
The
accompanying consolidated and combined financial statements include the accounts
of the following consolidated subsidiaries of Progressive Health,
LLC:
|
·
|
Progressive
Medical Imaging of Hackensack, LLC
|
|
·
|
Progressive
Medical Imaging of Union City, LLC
|
|
·
|
Progressive
Medical Imaging of Englewood Cliffs,
LLC
|
|
·
|
Progressive
Medical Imaging of Bloomfield, LLC
|
|
·
|
Progressive
Medical Imaging of Yonkers, LLC
|
|
·
|
Progressive
Medical Imaging of Rutherford, LLC
|
|
·
|
Progressive
X-Ray of Englewood, LLC
|
|
·
|
W.R.S.
Enterprises, LLC
|
|
·
|
Medicab,
LLC
|
|
·
|
West
Palm Imaging, LLC
|
|
·
|
Bergen
Regional, LLC
|
|
·
|
West
Palm Beach MRI, LLC
|
|
·
|
Rutherford
Imaging, LLC
|
|
·
|
Progressive
X-Ray of Kearny, LLC
|
The
financial statements also include the combined accounts of East Bergen Imaging,
LLC, an affiliated entity which is controlled by the members of Progressive
Health, LLC.
All
inter-company transactions and balances have been eliminated.
(Continued)
See
independent auditors' report.
– 7
–
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Notes to
Consolidated and Combined Financial Statements (Continued)
December
31, 2009 and 2008
2.
|
Summary of Significant
Accounting Policies
(Continued)
|
B)
|
Patient
Service Revenues –
|
The
patient service revenues consist of charges for magnetic resonance imaging
(“MRI”), cat scans, x-ray, fluoroscopy, ultrasound, bone densitometry and other
diagnostic services. Such charges generally represent gross fees,
which include the technical component of the charge for patient services for the
facility and equipment usage, as well as the related radiologist
fees. Revenues are recorded at net realizable values, subject to
contractual discounts.
C)
|
Cash
and Cash Equivalents –
|
For the
purpose of the statement of cash flows, the Company considers all highly liquid
debt instruments purchased with a maturity of three months or less to be cash
equivalents.
D)
|
Property
and Equipment and Depreciation –
|
Property
and equipment are recorded at cost. Depreciation is provided in
amounts sufficient to relate the cost of depreciable assets to operations over
the respective estimated service lives by use of the straight-line method over
the estimated useful lives. Improvements are capitalized, while
expenditures for maintenance and repairs are charged to expense as
incurred.
E)
|
Leases
–
|
Leases
that meet certain criteria evidencing substantive ownership are capitalized and
the related capital lease obligations are included in current and long-term
liabilities. Amortization and interest are charged to expense, with
rent payments being treated as payments of the capital lease
obligations. All other leases are accounted for as operating leases,
with rent payments being charged to expense as incurred.
F)
|
Goodwill
–
|
For the
year ended December 31, 2009, the Company applied the provisions of Accounting
Standards Codification Topic 350, “Intangibles: Goodwill and
Other” (“ASC 350”) to the goodwill recorded upon the acquisition of a
controlling interest in Rutherford Imaging, LLC. The consideration
paid for the entity was in excess of the underlying fair value of the net assets
at the date of acquisition (See Note 12). The difference in the
consideration paid and the underlying fair value of the net assets was recorded
as goodwill and is subject to an annual impairment assessment. If the
goodwill is considered to be impaired, it will be written down to fair value and
a corresponding impairment loss will be recognized. During the year
ended December 31, 2009, there was no change in the carrying amount of
goodwill.
(Continued)
See
independent auditors' report.
– 8
–
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Notes to
Consolidated and Combined Financial Statements (Continued)
December
31, 2009 and 2008
2.
|
Summary of Significant
Accounting Policies
(Continued)
|
G)
|
Income
Taxes –
|
The
Company is not subject to federal or state income taxes. The members
are taxed individually on their proportionate share of taxable income, whether
or not distributed, and may be entitled to deduct their proportionate share of
any losses.
Accounting
Standards Codification Topic 740, “Income Taxes” (“ASC 740”),
provides guidance for how uncertain tax positions should be recognized,
measured, presented and disclosed in the financial statements. ASC
740 requires the evaluation of tax positions taken in the course of preparing
the Company's tax returns to determine whether tax positions are “more
likely-than-not” of being sustained by the applicable tax
authority. Tax benefits of positions not deemed to meet the more
likely-than-not threshold would be recorded as a tax expense in the current
year. The Company adopted ASC 740 effective January 1, 2009 and
applied it to all open tax years as of the effective date. The
adoption had no material effect on the financial statements. The
Company is no longer subject to U.S. federal, state and local income tax
examinations by tax authorities for years before 2006.
H)
|
Use
of Estimates –
|
The
preparation 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 certain reported amounts and
disclosures. Actual results could differ from those
estimates.
|
I)
|
Reclassifications
–
|
Certain
accounts relating to the prior year have been restated to conform to the current
year’s presentation. The reclassifications have no effect on net
income.
(Continued)
See
independent auditors’ report.
– 9
–
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Notes to
Consolidated and Combined Financial Statements (Continued)
December
31, 2009 and 2008
3.
|
Concentrations
|
The
Company provides diagnostic services for patients through direct referrals from
physicians, third party administrators and medical providers.
As of
December 31, 2009 and 2008, the majority of the Company’s outstanding unsecured
accounts receivable was due from insurance companies that provide health
insurance coverage. Payment of these receivables depends primarily
upon the contractual arrangements with these third-party payers.
At times,
the Company had cash deposits in excess of federally insured deposit
limits. As of December 31, 2009 and 2008, the Company’s uninsured
cash balances were $ 268,937 and $516,942, respectively.
4.
|
Accounts
Receivable
|
Accounts
receivable generally represents charges for the technical component and outside
physician radiology services.
Contractual
discounts result when patient charges are generated under contractual
arrangements with third-party insurance payers who do not pay full
charges. The difference between the Company's billing rates and the
amount paid by the third-party payers, who contract for services, is a
contractual discount. Management writes off known contractual
discounts at the time of service and provides for a reserve for any unknown
discounts.
(Continued)
See
independent auditors’ report.
– 10
–
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Notes to
Consolidated and Combined Financial Statements (Continued)
December
31, 2009 and 2008
5.
|
Capital Lease
Obligations
|
The
Company leases certain medical equipment and leasehold improvements under
capital and operating leases with a third-party lessor.
Capital
lease obligations consist of the following:
2009
|
2008
|
|||||||
Lease
payable in monthly installments of $38,454, including interest at 6.00%,
maturing in August 2010, secured by equipment.
|
$ | 300,823 | $ | 730,140 | ||||
Lease
payable in monthly installments of $19,890, including interest
at 6.898%, maturing in September 2013, secured by
equipment.
|
979,480 | 1,144,362 | ||||||
Lease
payable in monthly installments of $2,200, including interest at 6.782%,
maturing in October 2013, secured by equipment.
|
110,307 | 128,551 | ||||||
Lease
payable in monthly installments of $4,145, including interest at 8.085%,
maturing in September 2014, secured by equipment.
|
195,670 | 0 | ||||||
Lease
payable in monthly installments of $30,000 for 18 months and $34,000 for
42 months, including interest at 6.00%, maturing in January
2014, secured by equipment.
|
1,446,911 | 0 | ||||||
Lease
payable in monthly installments of $7,529, including interest at 6.514%,
maturing in October 2019, secured by equipment.
|
410,689 | 0 | ||||||
3,443,880 | 2,003,053 | |||||||
Less:
Current portion
|
(907,931 | ) | (612,443 | ) | ||||
Long-Term
Capital Lease Obligations
|
$ | 2,535,949 | $ | 1,390,610 |
(Continued)
See
independent auditors’ report.
– 11
–
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Notes to
Consolidated and Combined Financial Statements (Continued)
December
31, 2009 and 2008
5.
|
Capital Lease
Obligations (Continued)
|
Future
minimum payments required under the equipment leases as of December 31, 2009 are
as follows:
2010
|
$ | 1,094,923 | ||
2011
|
822,100 | |||
2012
|
822,100 | |||
2013
|
1,007,597 | |||
2014
|
120,039 | |||
Thereafter
|
0 | |||
Total
minimum lease payments
|
3,866,759 | |||
Less:
Amount representing interest
|
(422,879 | ) | ||
Present
Value of Minimum Lease Payments
|
$ | 3,443,880 |
6.
|
Commitments and
Contingencies
|
Facility
Leases –
The
Company leases the facilities for its diagnostic imaging centers and outside
film storage facilities. The leases provide for varying rents and
terms and, in certain instances, contain renewal options and escalation
clauses. Rent expense for the years ended December 31, 2009 and 2008
amounted to $801,097 and $603,970, respectively.
Future
minimum payments required under the facilities leases as of December 31, 2009
are as follows:
2010
|
$ | 624,771 | ||
2011
|
560,004 | |||
2012
|
394,580 | |||
2013
|
297,080 | |||
2014
|
91,580 | |||
Thereafter
|
18,527 | |||
Total
Future Minimum Facilities Lease Payments
|
$ | 1,986,542 |
(Continued)
See
independent auditors’ report.
– 12
–
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Notes to
Consolidated and Combined Financial Statements (Continued)
December
31, 2009 and 2008
6.
|
Commitments and
Contingencies (Continued)
|
Equipment
Repairs and Maintenance –
The
Company has entered into contracts for the maintenance of its medical diagnostic
equipment. Future minimum payments required under the contracts as of
December 31, 2009 are as follows:
2010
|
$ | 646,999 | ||
2011
|
574,603 | |||
2012
|
367,807 | |||
2013
|
269,130 | |||
2014
|
145,316 | |||
Thereafter
|
943,215 | |||
Total
Future Minimum Maintenance Contracts Payments
|
$ | 2,947,070 |
7.
|
Line of
Credit
|
As of
December 31, 2009 and 2008, the Company has a bank line of credit totaling
$1,000,000 under which the Company can borrow at the rate of the LIBOR market
index rate plus 1%. The line expires on September 15th
annually and was not renewed during 2010. There was a balance
outstanding of $573,000 at December 31, 2009, which was subsequently paid back
during 2010, and there was no balance outstanding under this line of credit at
December 31, 2008.
8.
|
Variable Interest
Entities
|
The
Financial Accounting Standards Board Accounting Standards Codification (“the
Codification”) requires the consolidation of certain “variable interest
entities” under generally accepted accounting principles. “The
Codification” may require the consolidation of “variable interest entities” that
the Company does not own a controlling interest in. The following entities have
been identified as variable interest entities that are required to be
consolidated with the Company.
W.R.S.
Enterprises, LLC – This entity provides financing for property and equipment
purchased by Progressive Health, LLC and Affiliates. It had total
assets of $308,765 and, $291,807 at December 31, 2009 and 2008 and net income of
$16,459 and $15,273 for the years ended December 31, 2009 and 2008,
respectively. The Company’s exposure to risk in connection with this
entity relates to the entity’s potential need for capital to support its
operations.
Medicab,
LLC – This entity provides transportation services for Progressive Health, LLC
and Affiliates. It had total assets (not including amounts due from
other centers) of $1,693 and $13,619 at December 31, 2009 and 2008 and a net
loss of $43,954 and $42,477 for the years ended December 31, 2009 and 2008,
respectively. The Company’s exposure to risk in connection with this
entity relates to the entity’s potential need for capital to support its
operations.
(Continued)
See
independent auditors’ report.
– 13
–
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Notes to
Consolidated and Combined Financial Statements (Continued)
December
31, 2009 and 2008
9.
|
Related Party
Transactions
|
The
Company advanced funds to entities owned by the managing members of Progressive
Health, LLC and East Bergen Imaging, LLC. The total outstanding from
these entities for the years ended December 31, 2009 and 2008 amounted to
$25,856 and $5,942, respectively. These advances are non-interest
bearing and due on demand.
East
Bergen Imaging, LLC pays management fees to Stellar Health, LLC and Medcon
Consultants, Inc., which are entities owned by East Bergen Imaging, LLC’s
managing members. Such management fees amounted to $280,528 and
$286,308 for the years ended December 31, 2009 and 2008,
respectively.
10.
|
Retirement
Plans
|
The
Company has a qualified pension plan which covers substantially all employees
meeting certain eligibility requirements. Participants may contribute
a portion of their compensation to the plan, up to the maximum amount permitted
under Section 401(k) of the Internal Revenue Code. The Company will
match participant contributions equal to 50% of the first 2% that is contributed
to the Plan. For the years ended December 31, 2009 and 2008, matching
employer contributions of $45,956 and $38,530, respectively, were
made.
11.
|
Redemption of
Members
|
During
2009 a non-controlling interest member of West Palm Imaging, LLC resigned and
his membership interest was purchased by the Company.
12.
|
Acquisitions
|
On
January 1, 2009, the Company acquired a 50% managing member interest in
Rutherford Imaging, LLC for no consideration. The results of
Rutherford Imaging, LLC operations have been included in the financial
statements since acquisition date. The following table summarizes the
estimated fair values of the net assets acquired on January 1, 2009, the date of
acquisition.
Cash
overdraft
|
$ | (872 | ) | |
Accounts
receivables
|
395,428 | |||
Prepaid
and other receivables
|
91,578 | |||
Property
and equipment
|
1,529,022 | |||
Accounts
payable and other liabilities
|
(533,596 | ) | ||
Capital
lease obligations
|
(1,689,978 | ) | ||
Goodwill
|
208,418 | |||
Total
Estimated Fair Value of Net Assets
|
$ | - |
(Continued)
See
independent auditors’ report.
– 14
–
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Notes to
Consolidated and Combined Financial Statements (Continued)
December
31, 2009 and 2008
13.
|
Goodwill
|
As
indicated in Note 12, on January 1, 2009, the Company acquired a 50% managing
member interest in Rutherford Imaging, LLC, which resulted in $208,418 of
goodwill. For the year ended December 31, 2009, the Company applied
the provisions of Accounting Standards Codification Topic 350, “Intangibles: Goodwill and
Other” (“ASC 350”) to the goodwill recorded upon
acquisition. ASC 350 requires the Company to evaluate goodwill on an
annual basis for potential impairment. During the year ended December
31, 2009, there was no change in the carrying amount of
goodwill.
14.
|
Subsequent
Events
|
We have
evaluated subsequent events from December 31, 2009 through October 19, 2010, the
date of the financial statement issuance, for disclosure. Subsequent
to year end, the Company entered into the following transactions:
During
2010, the Company purchased non-controlling interests from members of
Progressive Medical Imaging of Union City, LLC, West Palm Beach MRI, LLC and
W.R.S. Enterprises, LLC.
During
2010, the Company and its remaining non-controlling interest holders sold the
outstanding equity interests of Progressive Medical Imaging of Hackensack, LLC,
Progressive Medical Imaging of Union City, LLC, Progressive Medical Imaging of
Bloomfield, LLC, Progressive X-Ray of Englewood, LLC and Progressive X-Ray of
Kearny, LLC to a third party. Additionally, the same outside third
party purchased the outstanding equity interests of East Bergen Imaging,
LLC. The imaging centers sold represent a substantial amount of the
Company’s revenues and net income.
During
2010, the Company sold its 50% managing member interest in Rutherford Imaging,
LLC to a third party.
See
independent auditors’ report.
– 15
–
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Unaudited
Consolidated and Combined Financial Statements
September
30, 2010
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Consolidated
and Combined Balance Sheets
ASSETS
September 30,
|
December 31,
|
|||||||
2010 (Unaudited)
|
2009 (Audited)
|
|||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 1,172,427 | $ | 572,663 | ||||
Accounts
receivable (net of allowances for contractual discounts of $4,455,193 and
$4,866,972, and uncollectible accounts of $6,534,920 and $5,190,787,
respectively)
|
7,525,233 | 7,029,737 | ||||||
Prepaid
expenses and other current assets
|
170,260 | 216,596 | ||||||
Total
current assets
|
8,867,920 | 7,818,996 | ||||||
Property
and Equipment:
|
||||||||
Medical
diagnostic equipment
|
7,539,336 | 7,500,743 | ||||||
Office
equipment
|
87,982 | 82,700 | ||||||
Computer
equipment
|
593,538 | 556,093 | ||||||
Leasehold
improvements
|
2,092,526 | 2,072,131 | ||||||
Vehicles
|
24,793 | 24,793 | ||||||
Furniture
and fixtures
|
26,450 | 22,894 | ||||||
10,364,625 | 10,259,354 | |||||||
Less:
Accumulated depreciation
|
7,150,594 | 6,099,842 | ||||||
Total
property and equipment - net
|
3,214,031 | 4,159,512 | ||||||
Other
Assets:
|
||||||||
Goodwill
|
208,418 | 208,418 | ||||||
Other
receivables
|
361,813 | 39,492 | ||||||
Deposits
and other assets
|
90,485 | 133,910 | ||||||
Total
other assets
|
660,716 | 381,820 | ||||||
Total
Assets
|
$ | 12,742,667 | $ | 12,360,328 |
See notes
to consolidated and combined financial statements.
– 1 –
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Consolidated
and Combined Balance Sheets
LIABILITIES
& MEMBERS' EQUITY
September 30,
|
December 31,
|
|||||||
2010 (Unaudited)
|
2009 (Audited)
|
|||||||
Current
Liabilities:
|
||||||||
Accounts
payable
|
$ | 261,305 | $ | 267,011 | ||||
Accrued
expenses
|
742,132 | 573,916 | ||||||
Ambulatory
fees payable
|
822,317 | 759,404 | ||||||
Management
fees payable
|
799,308 | 562,932 | ||||||
Radiology
fees payable
|
441,594 | 420,130 | ||||||
Line
of Credit
|
0 | 573,000 | ||||||
Capital
lease obligations - current portion
|
665,929 | 907,931 | ||||||
Total
current liabilities
|
3,732,585 | 4,064,324 | ||||||
Long
Term Liabilities:
|
||||||||
Capital
lease obligations - net of current portion
|
2,032,506 | 2,535,949 | ||||||
Commitments
and Contingencies
|
||||||||
Members'
Equity:
|
||||||||
Members'
equity
|
5,807,364 | 4,582,348 | ||||||
Non-controlling
interest
|
1,170,212 | 1,177,707 | ||||||
Total
members' equity
|
6,977,576 | 5,760,055 | ||||||
Total
Liabilities and Members' Equity
|
$ | 12,742,667 | $ | 12,360,328 |
See notes
to consolidated and combined financial statements.
– 2 –
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Consolidated
and Combined Statements of Income
Nine
Months Ended September 30,
2010 (Unaudited)
|
2009 (Unaudited)
|
|||||||
Revenues:
|
||||||||
Patient
service fees
|
$ | 39,621,168 | $ | 35,211,362 | ||||
Less:
Contractual discounts
|
25,223,186 | 21,496,536 | ||||||
Total
revenues
|
14,397,982 | 13,714,826 | ||||||
Operating
Expenses:
|
||||||||
Technical
service payroll and related expenses
|
4,813,773 | 4,378,477 | ||||||
Radiology
fees
|
1,703,228 | 1,827,432 | ||||||
Medical
and film supplies
|
353,972 | 337,161 | ||||||
Rent
expense
|
587,074 | 620,844 | ||||||
Equipment
repairs and maintenance
|
544,329 | 500,571 | ||||||
Management
fees
|
236,904 | 221,522 | ||||||
Provision
for uncollectible accounts
|
581,304 | 995,762 | ||||||
Ambulatory
care tax
|
380,788 | 342,036 | ||||||
General
and administrative expenses
|
2,276,584 | 1,748,466 | ||||||
Depreciation
|
1,050,747 | 989,796 | ||||||
Total
operating expenses
|
12,528,703 | 11,962,067 | ||||||
Income
From Operations
|
1,869,279 | 1,752,759 | ||||||
Other
Income (Expense):
|
||||||||
Other
income (expense)
|
29,228 | (160,888 | ) | |||||
Interest
expense
|
(144,060 | ) | (168,817 | ) | ||||
Total
Other Income (Expense)
|
(114,832 | ) | (329,705 | ) |
See notes
to consolidated and combined financial statements.
– 3 –
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Consolidated
and Combined Statements of Income (Continued)
Nine
Months Ended September 30,
2010 (Unaudited)
|
2009 (Unaudited)
|
|||||||
Net
Income
|
1,754,447 | 1,423,054 | ||||||
Less:
Net income attributable to non-controlling interest
|
213,283 | 214,830 | ||||||
Net
Income attributable to Progressive Health and Affiliates,
LLC
|
1,541,164 | 1,208,224 | ||||||
Members'
Equity - Beginning of Year
|
4,582,348 | 4,884,881 | ||||||
Distributions
to Members
|
(489,808 | ) | (1,603,712 | ) | ||||
Purchase
of non-controlling interest
|
173,660 | 0 | ||||||
Members'
Equity - End of Year
|
$ | 5,807,364 | $ | 4,489,393 |
See notes
to consolidated and combined financial statements.
– 4 –
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Consolidated
and Combined Statements of Cash Flows
Nine
Months Ended September 30,
2010 (Unaudited)
|
2009 (Unaudited)
|
|||||||
Cash
Flows From Operating Activities:
|
||||||||
Net
income
|
$ | 1,541,164 | $ | 1,208,224 | ||||
Adjustments
to reconcile net income to net cash provided by operating activities
-
|
||||||||
Minority
interests in net income of consolidated affiliates
|
213,283 | 214,830 | ||||||
Provision
for uncollectible accounts
|
581,304 | 995,762 | ||||||
Depreciation
|
1,050,747 | 989,796 | ||||||
Changes
in assets and liabilities -
|
||||||||
(Increase)
decrease in:
|
||||||||
Accounts
receivable
|
(1,076,800 | ) | (1,726,520 | ) | ||||
Prepaid
expenses and other current assets
|
46,336 | (265,000 | ) | |||||
Deposits
and other assets
|
43,425 | 169,982 | ||||||
Increase
(decrease) in:
|
||||||||
Accounts
payable
|
(5,706 | ) | 145,996 | |||||
Accrued
expenses
|
168,216 | 294,925 | ||||||
Ambulatory
fees payable
|
62,913 | 52,876 | ||||||
Management
fees payable
|
236,376 | 204,456 | ||||||
Radiology
fees payable
|
21,464 | 50,577 | ||||||
Net
Cash Provided By Operating Activities
|
2,882,722 | 2,335,904 | ||||||
Cash
Flows From Investing Activities:
|
||||||||
Purchase
of property and equipment
|
(105,266 | ) | (990,016 | ) | ||||
Repayments
from (loans to) related parties
|
(322,321 | ) | 62,747 | |||||
Net
Cash Used In Investing Activities
|
(427,587 | ) | (927,269 | ) | ||||
Cash
Flows From Financing Activities:
|
||||||||
Payments
of capital lease obligations
|
(745,445 | ) | (578,795 | ) | ||||
Borrowings
from (payments to) line of credit - net
|
(573,000 | ) | 545,112 | |||||
Redemption
of minority interest
|
(47,118 | ) | 0 | |||||
Distributions
to members including minority interests
|
(489,808 | ) | (1,603,712 | ) | ||||
Net
Cash Used In Financing Activities
|
(1,855,371 | ) | (1,637,395 | ) |
See notes
to consolidated and combined financial statements.
– 5 –
Consolidated
and Combined Statements of Cash Flows (Continued)
Nine
Months Ended September 30,
2010 (Unaudited)
|
2009 (Unaudited)
|
|||||||
Net
Increase (Decrease) in Cash and Cash Equivalents
|
599,764 | (228,760 | ) | |||||
Cash
and Cash Equivalents - Beginning of Period
|
572,663 | 530,933 | ||||||
Cash
and Cash Equivalents - End of Period
|
$ | 1,172,427 | $ | 302,173 | ||||
Supplemental
Disclosures of Cash Flow Information:
|
||||||||
Cash
paid during the period for - Interest
|
$ | 144,060 | $ | 168,817 | ||||
Supplemental
Disclosure of Non-cash Investing and Financing Activities:
|
||||||||
Acquisition
of medical equipment through capital lease obligations
|
$ | 0 | $ | 0 |
See notes
to consolidated and combined financial statements.
– 6 –
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Notes to
Unaudited Consolidated and Combined Financial Statements
1.
|
General
|
East
Bergen Imaging, LLC was the initial operating company and was formed in
1998. Subsequently, Progressive Health, LLC and Affiliates (“the
Company”) was formed to own and manage additional medical diagnostic imaging
centers and provide consulting services. The Company’s medical
imaging centers are located in New Jersey and Florida. East Bergen
Imaging, LLC operates as an independent imaging center with common
ownership.
2.
|
Summary of Significant
Accounting Policies
|
A)
|
Principles
of Consolidation and Combination –
|
The
accompanying consolidated and combined financial statements include the accounts
of the following consolidated subsidiaries of Progressive Health,
LLC:
|
·
|
Progressive
Medical Imaging of Hackensack, LLC
|
|
·
|
Progressive
Medical Imaging of Union City, LLC
|
|
·
|
Progressive
Medical Imaging of Englewood Cliffs,
LLC
|
|
·
|
Progressive
Medical Imaging of Bloomfield, LLC
|
|
·
|
Progressive
Medical Imaging of Yonkers, LLC
|
|
·
|
Progressive
Medical Imaging of Rutherford, LLC
|
|
·
|
Progressive
X-Ray of Englewood, LLC
|
|
·
|
W.R.S.
Enterprises, LLC
|
|
·
|
Medicab,
LLC
|
|
·
|
West
Palm Imaging, LLC
|
|
·
|
Bergen
Regional, LLC
|
|
·
|
West
Palm Beach MRI, LLC
|
|
·
|
Rutherford
Imaging, LLC
|
|
·
|
Progressive
X-Ray of Kearny, LLC
|
The
financial statements also include the combined accounts of East Bergen Imaging,
LLC, an affiliated entity which is controlled by the members of Progressive
Health, LLC.
All
inter-company transactions and balances have been eliminated.
|
B)
|
Patient
Service Revenues –
|
The
patient service revenues consist of charges for magnetic resonance imaging
(“MRI”), cat scans, x-ray, fluoroscopy, ultrasound, bone densitometry and other
diagnostic services. Such charges generally represent gross fees,
which include the technical component of the charge for patient services for the
facility and equipment usage, as well as the related radiologist
fees. Revenues are recorded at net realizable values, subject to
contractual discounts.
(Continued)
– 7 –
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Notes To
Unaudited Consolidated and Combined Financial Statements
(Continued)
2.
|
Summary
of Significant Accounting Policies
(Continued)
|
C)
|
Cash
and Cash Equivalents –
|
For the
purpose of the statement of cash flows, the Company considers all highly liquid
debt instruments purchased with a maturity of three months or less to be cash
equivalents.
D)
|
Property
and Equipment and Depreciation –
|
Property
and equipment are recorded at cost. Depreciation is provided in
amounts sufficient to relate the cost of depreciable assets to operations over
the respective estimated service lives by use of the straight-line method over
the estimated useful lives. Improvements are capitalized, while
expenditures for maintenance and repairs are charged to expense as
incurred.
E)
|
Investment
in Limited Liability Company –
|
Limited
liability company investment is accounted for using the equity method under
which the Company’s share of the limited liability company profits and losses
are included in income and the distributions received decrease the
investment. During 2007, West Palm Beach MRI, LLC was accounted for
under the equity method. During 2008, the Company acquired the
controlling interest in West Palm Beach MRI, LLC. In 2010, the
Company acquired the remaining outstanding equity interest. As a
result, the Company has consolidated the accounts of West Palm Beach MRI,
LLC.
In 2009,
the company entered into a joint venture with Rutherford Imaging, LLC. The
company has consolidated the accounts of Progressive Medical Imaging of
Rutherford, LLC.
F)
|
Leases
–
|
Leases
that meet certain criteria evidencing substantive ownership are capitalized and
the related capital lease obligations are included in current and long-term
liabilities. Amortization and interest are charged to expense, with
rent payments being treated as payments of the capital lease
obligations. All other leases are accounted for as operating leases,
with rent payments being charged to expense as incurred.
(Continued)
– 8 –
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Notes To
Unaudited Consolidated and Combined Financial Statements
(Continued)
2.
|
Summary of Significant
Accounting Policies
(Continued)
|
G)
|
Goodwill
–
|
For the
period ended September 30, 2010, the Company applied the provisions of
Accounting Standards Codification Topic 350, “Intangibles: Goodwill and
Other” (“ASC 350”) to the goodwill recorded upon the acquisition of a
controlling interest in Rutherford Imaging, LLC. The consideration
paid for the entity was in excess of the underlying fair value of the net assets
at the date of acquisition (See Note 12). The difference in the
consideration paid and the underlying fair value of the net assets was recorded
as goodwill and is subject to an annual impairment assessment. If the
goodwill is considered to be impaired, it will be written down to fair value and
a corresponding impairment loss will be recognized. During the period
ended September 30, 2010, there was no change in the carrying amount of
goodwill.
H)
|
Income
Taxes –
|
The
Company is not subject to federal or state income taxes. The members
are taxed individually on their proportionate share of taxable income, whether
or not distributed, and may be entitled to deduct their proportionate share of
any losses.
Accounting
Standards Codification Topic 740, “Income Taxes” (“ASC 740”),
provides guidance for how uncertain tax positions should be recognized,
measured, presented and disclosed in the financial statements. ASC
740 requires the evaluation of tax positions taken in the course of preparing
the Company's tax returns to determine whether tax positions are “more
likely-than-not” of being sustained by the applicable tax
authority. Tax benefits of positions not deemed to meet the more
likely-than-not threshold would be recorded as a tax expense in the current
year. The Company adopted ASC 740 effective January 1, 2009 and
applied it to all open tax years as of the effective date. The
adoption had no material effect on the financial statements. The
Company is no longer subject to U.S. federal, state and local income tax
examinations by tax authorities for years before 2007.
|
I)
|
Use
of Estimates –
|
The
preparation 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 certain reported amounts and
disclosures. Actual results could differ from those
estimates.
|
J)
|
Reclassifications
–
|
Certain
accounts relating to the prior year have been restated to conform to the current
year’s presentation. The reclassifications have no effect on net
income.
(Continued)
– 9 –
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Notes To
Unaudited Consolidated and Combined Financial Statements
(Continued)
3.
|
Concentrations
|
The
Company provides diagnostic services for patients through direct referrals from
physicians, third party administrators and medical providers.
As of
September 30, 2010 and December 31, 2009, the majority of the Company’s
outstanding unsecured accounts receivable was due from insurance companies that
provide health insurance coverage. Payment of these receivables
depends primarily upon the contractual arrangements with these third-party
payers.
At times,
the Company had cash deposits in excess of federally insured deposit
limits. As of September 30, 2010 and December 31, 2009, the Company’s
uninsured cash balances were $965,559 and $ 268,937,
respectively.
4.
|
Accounts
Receivable
|
Accounts
receivable generally represents charges for the technical component and outside
physician radiology services.
Contractual
discounts result when patient charges are generated under contractual
arrangements with third-party insurance payers who do not pay full
charges. The difference between the Company's billing rates and the
amount paid by the third-party payers, who contract for services, is a
contractual discount. Management writes off known contractual
discounts at the time of service and provides for a reserve for any unknown
discounts.
(Continued)
– 10 –
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Notes To
Unaudited Consolidated and Combined Financial Statements
(Continued)
5.
|
Capital Lease
Obligations
|
The
Company leases certain medical equipment and leasehold improvements under
capital and operating leases with a third-party lessor.
Capital
lease obligations consist of the following:
September 30,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
Lease
payable in monthly installments of $38,454, including interest at 6.00%,
maturing in August 2010, secured by equipment.
|
$ | 0 | $ | 300,823 | ||||
Lease
payable in monthly installments of $19,890, including interest
at 6.898%, maturing in September 2013, secured by
equipment.
|
848,159 | 979,480 | ||||||
Lease
payable in monthly installments of $2,200, including interest at 6.782%,
maturing in October 2013, secured by equipment.
|
95,791 | 110,307 | ||||||
Lease
payable in monthly installments of $4,145, including interest at 8.085%,
maturing in September 2014, secured by equipment.
|
169,529 | 195,670 | ||||||
Lease
payable in monthly installments of $30,000 for 18 months and $34,000 for
42 months, including interest at 6.00%, maturing in January
2014, secured by equipment.
|
1,229,856 | 1,446,911 | ||||||
Lease
payable in monthly installments of $7,529, including interest at 6.514%,
maturing in October 2019, secured by equipment.
|
355,100 | 410,689 | ||||||
2,698,435 | 3,443,880 | |||||||
Less:
Current portion
|
(665,929 | ) | (907,931 | ) | ||||
Long-Term
Capital Lease Obligations
|
$ | 2,032,506 | $ | 2,535,949 |
(Continued)
– 11 –
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Notes To
Unaudited Consolidated and Combined Financial Statements
(Continued)
6.
|
Capital Lease
Obligations (Continued)
|
Future
minimum payments required under the equipment leases as of September 30, 2010
are as follows:
2011
|
$ | 822,100 | ||
2012
|
822,100 | |||
2013
|
1,071,666 | |||
2014
|
253,222 | |||
2015
|
8,273 | |||
Thereafter
|
0 | |||
Total
minimum lease payments
|
2,977,361 | |||
Less:
Amount representing interest
|
(278,926 | ) | ||
Present
Value of Minimum Lease Payments
|
$ | 2,698,435 |
7.
|
Commitments and
Contingencies
|
Facility
Leases –
The
Company leases the facilities for its diagnostic imaging centers and outside
film storage facilities. The leases provide for varying rents and
terms and, in certain instances, contain renewal options and escalation
clauses. Rent expense for the period ended September 30, 2010 and
2009 amounted to $587,074, and $620,844 respectively.
Future
minimum payments required under the facilities leases as of September 30, 2010
are as follows:
2011
|
$ | 589,675 | ||
2012
|
422,457 | |||
2013
|
345,830 | |||
2014
|
91,580 | |||
2015
|
32,422 | |||
Thereafter
|
0 | |||
Total
Future Minimum Facilities Lease Payments
|
$ | 1,481,964 |
(Continued)
– 12 –
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Notes To
Unaudited Consolidated and Combined Financial Statements
(Continued)
7.
|
Commitments and
Contingencies (Continued)
|
Equipment
Repairs and Maintenance –
The
Company has entered into contracts for the maintenance of its medical diagnostic
equipment. Future minimum payments required under the contracts as of
September 30, 2010 are as follows:
2011
|
$ | 589,088 | ||
2012
|
400,914 | |||
2013
|
372,315 | |||
2014
|
152,066 | |||
2015
|
137,678 | |||
Thereafter
|
361,436 | |||
Total
Future Minimum Maintenance Contracts Payments
|
$ | 2,013,497 |
8.
|
Line of
Credit
|
As of
December 31, 2009, the Company had a bank line of credit totaling $1,000,000
under which the Company could borrow at the rate of the LIBOR market index rate
plus 1%. The line expired on September 15, 2010 and was not
renewed. There was a balance of $573,000 outstanding under this line
of credit at December 31, 2009.
9.
|
Variable Interest
Entities
|
The
Financial Accounting Standards Board Accounting Standards Codification (“the
Codification”) requires the consolidation of certain “variable interest
entities” under generally accepted accounting principles. “The
Codification” may require the consolidation of “variable interest entities” that
the Company does not own a controlling interest in. The following entities have
been identified as variable interest entities that are required to be
consolidated with the Company.
W.R.S.
Enterprises, LLC – This entity provides financing for property and equipment
purchased by Progressive Health, LLC and Affiliates. It had total
assets of $322,980 and $308,765 at September 30, 2010 and December 31, 2009 and
net income of $13,214 and $12,345 for the period ended September 30, 2010 and
2009, respectively. The Company’s exposure to risk in connection with
this entity relates to the entity’s potential need for capital to support its
operations.
Medicab,
LLC – This entity provides transportation services for Progressive Health, LLC
and Affiliates. It had total assets (not including amounts due from
other centers) of $25,602 at September 30, 2010 and $1,693 at December 31, 2009
and a net loss of $35,362 and $40,796 for the period ended September 30, 2010
and 2009, respectively. The Company’s exposure to risk in connection
with this entity relates to the entity’s potential need for capital to support
its operations.
(Continued)
– 13 –
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Notes To
Unaudited Consolidated and Combined Financial Statements
(Continued)
10.
|
Related Party
Transactions
|
The
Company advanced funds to entities owned by the managing members of Progressive
Health, LLC and East Bergen Imaging, LLC. The total outstanding from
these entities at September 30, 2010 and December 31, 2009 was $343,373 and
$25,856, respectively. These advances are non-interest bearing and
due on demand.
East
Bergen Imaging, LLC pays management fees to Stellar Health, LLC and Medcon
Consultants, Inc., which are entities owned by East Bergen Imaging, LLC’s
managing members. Such management fees amounted to $236,904 and
$222,266 for the periods ended September 30, 2010 and 2009,
respectively.
11.
|
Retirement
Plans
|
The
Company has a qualified pension plan which covers substantially all employees
meeting certain eligibility requirements. Participants may contribute
a portion of their compensation to the plan, up to the maximum amount permitted
under Section 401(k) of the Internal Revenue Code. The Company will
match participant contributions equal to 50% of the first 2% that is contributed
to the Plan. For the period ended September 30, 2010 and 2009,
matching employer contributions of $25,302 and $34,467, respectively, were
made.
12.
|
Redemption of
Members
|
During
2009, a non-controlling interest member of West Palm Imaging, LLC resigned and
his membership interest was purchased by the Company.
During
2010, the Company purchased non-controlling interests from members of
Progressive Medical Imaging of Union City, LLC, W.R.S. Enterprises, LLC and West
Palm Beach MRI, LLC.
(Continued)
– 14 –
PROGRESSIVE
HEALTH, LLC AND AFFILIATES
Notes To
Unaudited Consolidated and Combined Financial Statements
(Continued)
13.
|
Acquisitions
|
On
January 1, 2009, the Company acquired a 50% managing member interest in
Rutherford Imaging, LLC for no consideration. The results of
Rutherford Imaging, LLC operations have been included in the financial
statements since acquisition date. The following table summarizes the
estimated fair values of the net assets acquired on January 1, 2009, the date of
acquisition.
Cash
overdraft
|
$ | (872 | ) | |
Accounts
receivables
|
395,428 | |||
Prepaid
and other receivables
|
91,578 | |||
Property
and equipment
|
1,529,022 | |||
Accounts
payable and other liabilities
|
(533,596 | ) | ||
Capital
lease obligations
|
(1,689,978 | ) | ||
Goodwill
|
208,418 | |||
Total
Estimated Fair Value of Net Assets
|
$ | - |
On July
26, 2010, the Company acquired the remaining 50% member interest in West Palm
Beach MRI, LLC for $25,000. As a result of the acquisition, the
Company reclassified $173,660 of equity from the non-controlling interest to the
Company.
14.
|
Goodwill
|
As
indicated in Note 12, on January 1, 2009, the Company acquired a 50% managing
member interest in Rutherford Imaging, LLC, which resulted in $208,418 of
goodwill. For the period ended September 30, 2010, the Company
applied the provisions of Accounting Standards Codification Topic 350, “Intangibles: Goodwill and
Other” (“ASC 350”) to the goodwill recorded upon
acquisition. ASC 350 requires the Company to evaluate goodwill on an
annual basis for potential impairment. During the period ended
September 30, 2010, there was no change in the carrying amount of
goodwill.
15.
|
Subsequent
Events
|
We have
evaluated subsequent events from September 30, 2010 through November 4, 2010,
the date of the financial statement issuance, for
disclosure. Subsequent to period end, the Company entered into the
following transactions:
Subsequent
to the date of the financial statements, the Company and its remaining
non-controlling interest holders sold the outstanding equity interests of
Progressive Medical Imaging of Hackensack, LLC, Progressive Medical Imaging of
Union City, LLC, Progressive Medical Imaging of Bloomfield, LLC, Progressive
X-Ray of Englewood, LLC, Progressive X-Ray of Kearny, LLC and East Bergen
Imaging, LLC to a third party.
Subsequent
to the date of the financial statements, the Company sold its 50% managing
member interest in Rutherford Imaging, LLC to a third party.
– 15 –