Attached files

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10-K - FORM 10-K - Alliance HealthCare Services, Incd10k.htm
EX-32 - CERTIFICATIONS OF CEO AND CFO PURSUANT TO SECTION 906 - Alliance HealthCare Services, Incdex32.htm
EX-23.2 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Alliance HealthCare Services, Incdex232.htm
EX-10.26 - SCHEDULE OF 2011 EXECUTIVE OFFICER COMPENSATION - Alliance HealthCare Services, Incdex1026.htm
EX-31 - CERTIFICATIONS OF CEO AND CFO PURSUANT TO SECTION 302 - Alliance HealthCare Services, Incdex31.htm
EX-10.27 - SCHEDULE OF NON-EMPLOYEE DIRECTOR COMPENSATION - Alliance HealthCare Services, Incdex1027.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Alliance HealthCare Services, Incdex231.htm

Exhibit 99.1

Alliance-HNI, L.L.C.

and Subsidiaries

Consolidated Financial Statements as of

December 31, 2010 and 2009, and for the

Years Ended December 31, 2010, 2009, and 2008,

and Report of Independent Registered Public Accounting Firm


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Members of

Alliance-HNI, L.L.C.

Newport Beach, California

We have audited the accompanying consolidated balance sheets of Alliance-HNI, L.L.C. and subsidiaries (the “Company”) as of December 31, 2010 and 2009, and the related consolidated statements of operations and comprehensive income, changes in members’ capital, and cash flows for each of the three years in the period ended December 31, 2010. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, such consolidated financial statements present fairly, in all material respects, the financial position of Alliance-HNI, L.L.C. and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Costa Mesa, California

March 14, 2011


ALLIANCE-HNI, L.L.C. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2010 AND 2009

 

 

     2010     2009  

ASSETS

    

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 2,103,000      $ 1,669,000   

Accounts receivable — net of allowance for doubtful accounts of $312,000 in 2010 and $378,000 in 2009

     2,272,000        2,536,000   

Tax refund receivable

     640,000     

Investment in direct financing lease — net of unearned income of $17,000 in 2010 and 2009

     275,000        253,000   

Other current assets

     156,000        264,000   
                

Total current assets

     5,446,000        4,722,000   
                

PROPERTY AND EQUIPMENT — At cost:

    

Land

     40,000        40,000   

Equipment

     26,077,000        26,031,000   

Less accumulated depreciation

     (19,018,000     (15,966,000
                

Property and equipment — net

     7,099,000        10,105,000   
                

INVESTMENT IN UNCONSOLIDATED INVESTEE

     3,616,000        4,352,000   
                

INVESTMENT IN DIRECT FINANCING LEASE — Net of unearned income of $12,000 in 2010 and $29,000 in 2009

     223,000        498,000   
                

OTHER ASSETS — Net of accumulated amortization of $221,000 in 2010 and $163,000 in 2009

     703,000        155,000   
                

TOTAL

   $ 17,087,000      $ 19,832,000   
                

LIABILITIES AND MEMBERS’ CAPITAL

    

CURRENT LIABILITIES:

    

Accounts payable

   $ 381,000      $ 108,000   

Due to Alliance HealthCare Services, Inc.

     1,169,000        586,000   

Other liabilities

     1,169,000        635,000   

Current portion of long-term debt

     1,839,000        2,762,000   
                

Total current liabilities

     4,558,000        4,091,000   

DERIVATIVE INSTRUMENTS

     78,000        85,000   

LONG TERM DEBT — Net of current portion

     3,370,000        5,332,000   
                

Total liabilities

     8,006,000        9,508,000   

COMMITMENTS AND CONTINGENCIES (Note 5)

    

MEMBERS’ CAPITAL

     9,081,000        10,324,000   
                

TOTAL

   $ 17,087,000      $ 19,832,000   
                

See notes to consolidated financial statements

 

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ALLIANCE-HNI, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2010, 2009, AND 2008

 

     2010     2009     2008  

REVENUES

   $ 19,311,000      $ 21,932,000      $ 26,597,000   
                        

COSTS AND EXPENSES:

      

Cost of revenues, excluding depreciation and amortization

     10,286,000        11,381,000        13,861,000   

Selling, general, and administrative expenses (net of tax refund of $640,000 in 2010)

     (57,000     893,000        986,000   

Depreciation expense

     3,052,000        3,438,000        3,573,000   

Amortization expense

     58,000        63,000        57,000   

Interest expense — net

     261,000        410,000        408,000   

Other (income) expense — net

       (80,000     (106,000
                        

Total costs and expenses

     13,600,000        16,105,000        18,779,000   
                        

INCOME BEFORE EARNINGS FROM UNCONSOLIDATED INVESTEE

     5,711,000        5,827,000        7,818,000   

EARNINGS FROM UNCONSOLIDATED INVESTEE

     (2,136,000     (810,000  
                        

NET INCOME

   $ 7,847,000      $ 6,637,000      $ 7,818,000   
                        

COMPREHENSIVE INCOME:

      

Net income

   $ 7,847,000      $ 6,637,000      $ 7,818,000   

Other comprehensive income (loss)

     10,000        104,000        (179,000
                        

COMPREHENSIVE INCOME

   $ 7,857,000      $ 6,741,000      $ 7,639,000   
                        

See notes to consolidated financial statements

 

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ALLIANCE-HNI, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

YEARS ENDED DECEMBER 31, 2010, 2009, AND 2008

 

     Members’
Capital
     Cumulative
Earnings
     Cumulative
Distributions
    Accumulated
Comprehensive
Income (Loss)
    Total  

MEMBERS’ CAPITAL — January 1, 2008

   $ 130,000       $ 70,933,000       $ (58,703,000   $ (16,000   $ 12,344,000   

Net income

        7,818,000             7,818,000   

Comprehensive loss

             (179,000     (179,000

Distributions to members

           (10,500,000       (10,500,000
                                          

MEMBERS’ CAPITAL — December 31, 2008

     130,000         78,751,000         (69,203,000     (195,000     9,483,000   

Net income

        6,637,000             6,637,000   

Comprehensive income

             104,000        104,000   

Distributions to members

           (5,900,000       (5,900,000
                                          

MEMBERS’ CAPITAL — December 31, 2009

     130,000         85,388,000         (75,103,000     (91,000     10,324,000   

Net income

        7,847,000             7,847,000   

Comprehensive income

             10,000        10,000   

Distributions to members

           (9,100,000       (9,100,000
                                          

MEMBERS’ CAPITAL — December 31, 2010

   $ 130,000       $ 93,235,000       $ (84,203,000   $ (81,000   $ 9,081,000   
                                          

See notes to consolidated financial statements.

 

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ALLIANCE-HNI, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2010, 2009, AND 2008

 

     2010     2009     2008  

CASH FLOWS FROM OPERATING ACTIVITIES:

      

Net income

   $ 7,847,000      $ 6,637,000      $ 7,818,000   

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

      

Provision for doubtful accounts

     (66,000     86,000        62,000   

Depreciation and amortization

     3,110,000        3,501,000        3,630,000   

Distributions greater than undistributed earnings from investee

     736,000        (542,000  

Adjustment of derivatives to fair value

     3,000        2,000        (7,000

Gain on sale of equipment

       (80,000     (85,000

Changes in operating assets and liabilities:

      

Accounts receivable

     330,000        677,000        452,000   

Other current assets and tax refund receivable

     (532,000     1,135,000        (1,362,000

Other assets

     253,000        544,000        306,000   

Accounts payable

     273,000        22,000        1,000   

Other liabilities and due to Alliance HealthCare Services, Inc.

     1,117,000        (619,000     285,000   
                        

Net cash provided by operating activities

     13,071,000        11,363,000        11,100,000   
                        

CASH FLOWS FROM INVESTING ACTIVITIES:

      

Purchases of property and equipment

     (46,000     (4,714,000     (5,124,000

Proceeds from sale of equipment

       80,000        1,772,000   

Payments for certificates of need

     (19,000     (10,000     (12,000

Increase in deposits on equipment

     (587,000     (1,000  
                        

Net cash used in investing activities

     (652,000     (4,645,000     (3,364,000
                        

CASH FLOWS FROM FINANCING ACTIVITIES:

      

Principal payments on long-term debt

     (2,885,000     (4,132,000     (767,000

Proceeds from long-term debt

       3,215,000        2,194,000   

Distributions to members

     (9,100,000     (5,900,000     (10,500,000
                        

Net cash used in financing activities

     (11,985,000     (6,817,000     (9,073,000
                        

NET (DECREASE) INCREASE IN CASH AND CASH

      

EQUIVALENTS

     434,000        (99,000     (1,337,000

CASH AND CASH EQUIVALENTS — Beginning of year

     1,669,000        1,768,000        3,105,000   
                        

CASH AND CASH EQUIVALENTS — End of year

   $ 2,103,000      $ 1,669,000      $ 1,768,000   
                        

 

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ALLIANCE-HNI, L.L.C. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

YEARS ENDED DECEMBER 31, 2010, 2009, AND 2008

 

     2010      2009      2008  

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION — Cash paid during the year for interest

   $ 329,000       $ 428,000       $ 516,000   
                          

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:

        

Investment in direct financing lease of previously capitalized leased equipment

   $ —         $ 811,000       $ —     
                          

Comprehensive income (loss) from derivative instruments

   $ 10,000       $ 104,000       $ (179,000
                          

Non-cash contribution of certificates of need

   $ —         $ 28,000       $ —     
                          

Non-cash contribution of equipment

   $ —         $ 3,782,000       $ —     
                          

See notes to consolidated financial statements.

 

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ALLIANCE-HNI, L.L.C. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2010 AND 2009, AND

FOR THE YEARS ENDED DECEMBER 31, 2010, 2009, AND 2008

1. ORGANIZATION

Alliance-HNI, L.L.C. was originally formed under the name of MCIC-HNI as a general partnership on September 10, 1986, with the execution of a Joint Venture Agreement between Medical Consultants Imaging, Co. (MCIC) and Hospital Network, Inc. (HNI). The Joint Venture Agreement was amended from time to time, and on November 20, 1997, MCIC-HNI converted into a limited liability company with no interruption of its legal existence. The Articles of Organization of MCIC-HNI, which provide for perpetual existence, were amended effective October 1, 1998, to change the name to its current name. Alliance-HNI, L.L.C. and subsidiaries (the “Company”) provides magnetic resonance imaging (MRI), positron emission tomography/computed tomography (PET/CT), and computed tomography (CT) services to hospitals in the state of Michigan under the assumed name of Alliance-HNI Health Care Services.

MCIC, an Ohio partnership, and HNI, a Michigan corporation, were the joint venture partners, each contributing initial capital of $65,000 for a 50% interest in the joint venture. Alliance HealthCare Services, Inc. (“Alliance”) purchased MCIC on November 21, 1997 and, therefore, acquired MCIC’s interest in the joint venture. On July 1, 2008, HNI assigned 99% of its membership interest in the joint venture to Hospital Network Ventures, LLC. On July 6, 2009, HNI assigned the remaining 1% of its membership interest in the joint venture to Hospital Network Ventures, LLC.

Alliance-HNI Leasing Co. (“L.L.C.”), a consolidated subsidiary, was originally formed under the name of MCIC-HNI Leasing Co., L.L.C. On October 2, 1996, the Company formed the L.L.C., a related company, in which it holds a 98% interest. The remaining 2% is owned equally by Alliance and HNI, the previously mentioned joint venture partners. The Articles of Organization of the L.L.C. were amended effective October 6, 1999 to change the name of the company to its current name. The Company’s allocation of the L.L.C.’s net income to the joint venture partners for the years ended December 31, 2010, 2009, and 2008, and the minority interest equity at December 31, 2010 and 2009, are not material to the consolidated financial statements. All earnings of the L.L.C. are distributed on a monthly basis to the partners. The L.L.C. is organized as a limited liability company to provide MRI, PET/CT, and CT diagnostic imaging equipment to hospitals and outpatient clinics in the state of Michigan.

On July 27, 2009, the Company formed Alliance-HNV PET/CT Services, LLC (HNVPS), a related company, in which it holds a 53.44% interest. The Company’s earnings from unconsolidated investee for the years ended December 31, 2010 and 2009, were $2,136,000 and $810,000, respectively. The Company accounts for its investment in HNVPS under the equity method since the Company does not exercise control over the operations of HNVPS. HNVPS is organized as a limited liability company to provide PET/CT diagnostic imaging equipment to its members.

2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation — The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of the Company and its subsidiaries. Intercompany balances have been eliminated in consolidation.

 

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Cash and Cash Equivalents — The Company considers short-term investments with original maturities of three months or less to be cash equivalents.

Revenues and Accounts Receivable — The majority of the Company’s revenues are derived from healthcare providers and are primarily for imaging services. The Company also generates revenue from management contracts. All revenue is recognized at the time the delivery of imaging service has occurred and collectibility is reasonably assured. The Company’s accounts receivable balance consists of both trade and other accounts receivable. Substantially all of the Company’s trade accounts receivable are due from hospitals located in Michigan. Revenues from the Company’s largest customer accounted for 7%, 6%, and 5% of net revenues in 2010, 2009, and 2008, respectively. Trade accounts receivable from the largest customer aggregated 14% and 11% of total trade accounts receivable at December 31, 2010 and 2009, respectively. The Company also has other receivables from revenue generated from management contracts. Revenues from management contracts in 2010, 2009, and 2008 accounted for 12%, 10%, and 8%, respectively, of total net revenues. At December 31, 2010 and 2009, other receivables from management contracts totaled $64,000 and $57,000, respectively, and consisted of a receivable from St. Mary’s Mercy Hospital. The Company performs credit evaluations of its customers and generally does not require collateral.

Concentration of Credit Risk — Financial instruments which potentially subject the Company to a concentration of credit risk principally consist of cash, cash equivalents, and trade receivables. The Company invests available cash in money market securities of high credit quality financial institutions. At December 31, 2010 and 2009, cash in excess of federally insured limits amounted to approximately $1,644,000 and $1,169,000, respectively. At December 31, 2010 and 2009, the Company’s accounts receivable were primarily from clients in the health care industry. The Company also has other receivables from revenue generated from management contracts. At December 31, 2010 and 2009, the Company had a bad debt allowance of $312,000 and $378,000, respectively, for accounts receivable and other receivables from management contracts which are estimated to be uncollectible. To reduce credit risk, the Company performs periodic credit evaluations of its clients, but does not generally require advance payments or collateral. Credit losses to clients in the health care industry have not been material.

The following table shows the roll forward of the allowance for doubtful accounts for the periods presented:

 

     Balance at
Beginning of
Period
     Additions
Charged to
Expense
     Deductions
(Bad Debt
Write-offs,
net of
Recoveries)
    Balance at
End of
Period
 

Year ended December 31, 2010 Allowance for Doubtful Accounts

   $ 378,000       $ —         $ (66,000   $ 312,000   
                                  

Year ended December 31, 2009 Allowance for Doubtful Accounts

   $ 295,000       $ 86,000       $ (3,000   $ 378,000   
                                  

Year ended December 31, 2008 Allowance for Doubtful Accounts

   $ 233,000       $ 62,000       $ —        $ 295,000   
                                  

Equipment — Equipment is stated at cost and is generally depreciated to estimated residual value using the straight-line method over initial estimated lives of three to seven years. Routine maintenance and repairs are charged to expense as incurred. Major repairs and purchased software and hardware upgrades, which extend the life of, or add value to, the equipment, are capitalized and depreciated over the remaining useful life.

 

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Other Assets — At December 31, 2010 and 2009, the net unamortized balance of other assets was $104,000 and $143,000, respectively. These costs include costs to obtain Certificates of Need to secure MRI service agreements with hospitals. These assets are amortized over their estimated useful lives of three to five years.

Long-Lived Assets — The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability test is performed at the lowest level at which net cash flows can be directly attributable to long-lived assets and is performed on an undiscounted basis. For any assets identified as impaired, the Company measures the impairment as the amount by which the carrying value of the asset exceeds the fair value of the asset. In estimating the fair value of the asset, management utilizes a valuation technique based on the present value of expected future cash flows.

Income and Other Taxes — The Company is a limited liability company whereby its income is included in the taxable income of the members; therefore, no provision has been made for income taxes in the accompanying consolidated financial statements. In 2010, the Company recognized a $640,000 refund in selling general and administrative expenses due to an ongoing assessment of Michigan Business Income and Gross Receipts Tax.

Use of Estimates — The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Derivatives — The Company accounts for derivative instruments and hedging activities in accordance with the provisions of Accounting Standards Codification (ASC) 815, Derivatives and Hedging. On the date the Company enters into a derivative contract, management may designate the derivative as a hedge of the identified exposure. The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking various hedge transactions. In this documentation, the Company specifically identifies the firm commitment or forecasted transaction that has been designated as a hedged item and states how the hedging instrument is expected to hedge the risks related to the hedged item. The Company formally measures effectiveness of its hedging relationships, both at the hedge inception and on an ongoing basis, in accordance with its risk management policy. The Company would discontinue hedge accounting prospectively (i) if it is determined that the derivative is no longer effective in offsetting change in the cash flows of a hedged item; (ii) when the derivative expires or is sold, terminated, or exercised; (iii) because it is probable that the forecasted transaction will not occur; (iv) because a hedged firm commitment no longer meets the definition of a firm commitment; or (v) if management determines that designation of the derivative as a hedge instrument is no longer appropriate. The Company’s derivatives are recorded on the balance sheet at their fair value. For derivatives accounted for as cash flow hedges, any unrealized gains or losses on fair value are included in comprehensive income (loss), assuming perfect effectiveness. Any ineffectiveness is recognized in earnings.

Recent Accounting Pronouncements — FASB ASC 805, Business Combinations significantly changes the accounting for business combinations. Under ASC 805, an acquiring entity is required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. ASC 805 changes the accounting treatment for certain specific items, including:

 

   

Acquisition costs will be generally expensed as incurred;

 

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Noncontrolling interests (formerly known as “minority interests” — see ASC 810 discussion below) will generally be valued at fair value at the acquisition date;

 

   

Restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and

 

   

Changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense.

ASC 805 also includes a substantial number of new disclosure requirements. ASC 805 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Earlier adoption is prohibited. The Company adopted ASC 805 on January 1, 2009. The adoption of ASC 805 did not have a material impact on the Company’s results of operations, cash flows, or financial position for the year ended December 31, 2009 or 2010.

FASB ASC 805 is effective for contingent assets or contingent liabilities acquired in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of this standard did not have a material impact on the Company’s results of operations, cash flows, or financial position for the year ended December 31, 2009 or 2010.

FASB ASC 810, Consolidation establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Specifically, this statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest is included in consolidated net income on the face of the consolidated statements of operations and comprehensive income. ASC 810 clarifies that changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation are equity transactions if the parent retains its controlling financial interest. In addition, this statement requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. Such gain or loss will be measured using the fair value of the noncontrolling equity investment on the deconsolidation date. ASC 810 also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. The Company adopted ASC 810 on January 1, 2009. The adoption of ASC 810 did not have a material impact on the Company’s results of operations, cash flows, or financial position for the year ended December 31, 2009 or 2010; however, there may be an impact on future transactions.

FASB ASC 815, Derivatives and Hedging enhances the current guidance on disclosure requirements for derivative instruments and hedging activities. This statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. Specifically, ASC 815 requires disclosure about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under ASC 815 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flow. This statement requires qualitative disclosure about the objectives and strategies for using derivatives in terms of the risks that the entity is intending to manage, quantitative disclosures about fair value amounts of gains and losses on derivative instruments in a tabular format, and disclosures about credit-risk-related contingent features in derivative agreements to provide information on potential effect on an entity’s liquidity from using derivatives. The derivative instruments shall be distinguished between those used for risk management purposes and those used for other purposes. ASC 815 is effective for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2008, with early application encouraged. The Company adopted the

 

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provisions of ASC 815 on January 1, 2009. The adoption of ASC 815 did not have a material impact on the Company’s results of operations, cash flows, or financial position for the year ended December 31, 2009 or 2010.

FASB ASC 855, Subsequent Events enhances the current guidance on accounting and disclosure requirements for subsequent events. This statement requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. ASC 855 is effective for interim periods and annual financial periods ending after June 15, 2009. The adoption of ASC 855 did not have a material impact on the Company’s results of operations, cash flows, or financial position for the year ended December 31, 2009 or 2010. The Company has evaluated events subsequent to December 31, 2010, and through March 14, 2011, the date the consolidated financial statements were available to be issued.

Accounting Standards Update (ASU) No. 2009-17, Improvements to Financial Reporting by Enterprises Involved With Variable Interest Entities (ASU 2009-17), enhances the current guidance on disclosure requirements for companies with financial interest in a variable interest entity. ASU 2009-17 replaces the quantitative-based risks and rewards calculation for determining which enterprise, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (a) the obligation to absorb losses of the entity or (b) the right to receive benefits from the entity. ASU 2009-17 requires an additional reconsideration event when determining whether an entity is a variable interest entity when any changes in facts and circumstances occur such that the holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity’s economic performance. It also requires ongoing assessments of whether an enterprise is the primary beneficiary of a variable interest entity. ASU 2009-17 requires additional disclosures about an enterprise’s involvement in variable interest entities. ASU 2009-17 is effective for fiscal years beginning after November 15, 2009, with early application prohibited. The Company adopted the provisions of ASU 2009-17 on January 1, 2010. The adoption of ASU 2009-17 did not have a material impact on the Company’s results of operations, cash flows, or financial position.

ASU No. 2010-06, “Improving Disclosures about Fair Value Measurements” (“ASU 2010-06”), amends ASC 820, “Fair Value Measurements and Disclosures,” to add new requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. ASU 2010-06 also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. Further, ASU 2010-06 amends guidance on employers’ disclosures about postretirement benefit plan assets under ASC 715 to require that disclosures be provided by classes of assets instead of by major categories of assets. ASU 2010-06 is effective for the first reporting period (including interim periods) beginning after December 15, 2009, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company adopted the provisions of ASU 2010-06 on January 1, 2010. The adoption of ASU 2010-06 did not have a material impact on the Company’s results of operations, cash flows or financial position.

3. OTHER ACCRUED LIABILITIES

Other accrued liabilities consisted of the following:

 

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     December 31,      December 31,  
     2010      2009  

Revenue taxes payable

   $ 417,000       $ —     

Other accrued expenses

     752,000         635,000   
                 

Total

   $ 1,169,000       $ 635,000   
                 

4. LONG-TERM DEBT

Long-term debt as of December 31, 2010 and 2009, consists of the following:

 

     2010     2009  

Notes payable to National City Bank, due in various installments through December 2015, at interest rates between 3.99% and 6.60% per annum

   $ 5,209,000      $ 8,094,000   

Less current maturities

     (1,839,000     (2,762,000
                

Long-term debt

   $ 3,370,000      $ 5,332,000   
                

The notes payable to the bank are collateralized by equipment with an aggregate book value of $7,118,000 and $12,118,000 at December 31, 2010 and 2009, respectively. The notes contain restrictive covenants which limit distributions based on cash flow coverage, require a minimum net worth, a minimum current ratio, and a maximum debt to earnings before interest, taxes, depreciation, and amortization ratio. The Company is in compliance with all covenants at December 31, 2010, except for the tangible net worth covenant. The Company has obtained a waiver for this violation.

Maturities of the notes payable as of December 31, 2010, are as follows:

 

Years Ending December 31

      

2011

   $ 1,839,000   

2012

     1,988,000   

2013

     978,000   

2014

     373,000   

2015

     31,000   
        
   $ 5,209,000   
        

5. COMMITMENTS AND CONTINGENCIES

Rent expense, which includes short-term equipment rentals, for the years ended December 31, 2010, 2009, and 2008, aggregated $698,000, $612,000, and $1,533,000, respectively.

6. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company adopted ASC 825, Financial Instruments on January 1, 2008. ASC 825 applies to all assets and liabilities that are being measured and reported on a fair value basis. ASC 825 requires disclosure that establishes a framework for measuring fair value in GAAP and expands disclosure about

 

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fair value measurements. This statement enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The statement requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1 — Quoted market prices in active markets for identical assets or liabilities.

Level 2 — Observable market-based inputs that are corroborated by market data.

Level 3 — Unobservable inputs that are not corroborated by market data.

None of the Company’s instruments have transferred from one level to another

The following table summarizes the valuation of the Company’s derivative instruments by the above ASC 825 pricing levels as of December 31, 2010:

 

     Carrying
Value
    Quoted Market
Prices in
Active Markets
(Level 1)
     Observable
Market
Based Inputs
(Level 2)
 

Cash and cash equivalents

   $ 2,103,000      $ 2,103,000       $ —     

Derivative instruments — interest rate swaps

     (78,000        (78,000

The following table summarizes the valuation of the Company’s derivative instruments by the above ASC 825 pricing levels as of December 31, 2009:

 

     Carrying
Value
    Quoted Market
Prices in
Active Markets
(Level 1)
     Observable
Market
Based Inputs
(Level 2)
 

Cash and cash equivalents

   $ 1,669,000      $ 1,669,000       $ —     

Derivative instruments — interest rate swaps

     (85,000        (85,000

The fair value of the Company’s interest rate swap agreements are determined based on observable market based inputs that are corroborated by market data.

7. INTEREST RATE SWAP AGREEMENTS

The Company entered into two interest rate swap agreements, which are stated at fair value. The first agreement had a notional amount of $1,578,000 at origination on January 20, 2006. The swap agreement has a notional amount of $53,000 and $368,200 as of December 31, 2010 and 2009, respectively, and terminated in January 2011. Under this arrangement, the Company receives the one-month London InterBank Offered Rate (LIBOR) and pays a fixed rate of 4.90%. The net effect of the hedge was to record interest expense on debt equal to the notional amount of the swap at fixed rates of 6.30% as the debt incurs interest based on one-month LIBOR plus 1.40%. For the years ended December 31, 2010, 2009, and 2008, the Company recorded a net settlement amount of $(9,000), $(23,000), and $(16,000), respectively. The second agreement has a notional amount of $4,853,333 at origination on April 30, 2008. The swap agreement has a notional amount $2,427,000 and $3,467,000 as of December 31, 2010 and 2009, respectively, and will terminate in April 2013. Under this arrangement, the Company receives the one-month LIBOR and pays a fixed rate of 3.28%. The net

 

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effect of the hedge was to record interest expense at a fixed rate of 5.78%. For the years ended December 31, 2010, 2009, and 2008, the Company recorded a net settlement amount of $(91,000), $(120,000), and $(27,000), respectively. The Company has designated these swaps as cash flow hedges of variable future cash flows associated with its long-term debt. Unrealized gains or loss on the fair value of these interest rate swaps are included in comprehensive income. The Company will continue to record subsequent changes in fair value of the swaps through comprehensive income during the period these instruments are designated as effective hedges.

8. INVESTMENT IN DIRECT FINANCING LEASE

In November 2003, the Company entered into an agreement to lease one of its MRI units. At inception of the agreement the Company had a note payable with National City Bank related to the unit. In connection with the agreement, the Company remained primarily responsible for the note payable, which is included in the long-term debt at December 31, 2010 and 2009. This transaction has been treated as a direct financing lease in accordance with ASC 840, Leases (formerly SFAS No. 13, Accounting for Leases). At inception of the lease the Company recorded an investment in direct financing lease of $1,095,000, net of unearned income of $86,000, representing the carrying value of the leased equipment. In August 2005, the MRI unit was upgraded and the lease amount increased to $1,341,000, net of unearned income of $161,000. As of December 31, 2009, the unit was sold to the lessee.

In October 2009, the Company entered into an agreement to lease one of its MRI units. At inception of the agreement the Company had a note payable with National City Bank related to the unit. In connection with the agreement, the Company remained primarily responsible for the note payable, which is included in the long-term debt at December 31, 2010. At inception of the lease the Company recorded an investment of $811,000, net of unearned income of $50,000, representing the carrying value of the leased equipment. As of December 31, 2010, the balance of the net investment in direct financing lease was $498,000, net of unearned income of $29,000.

The future minimum lease payments of the direct financing lease as of December 31, 2010, are as follows:

 

Years Ending December 31

      

2011

   $ 292,000   

2012

     235,000   

Less unearned income

     (29,000
        
   $ 498,000   
        

9. RELATED-PARTY TRANSACTIONS

HNI is partially owned by two hospitals, Oaklawn Hospital (“Oaklawn”) and Bronson Methodist Hospital (“Bronson”), that purchase imaging services from the Company. The Company earned imaging revenues from these hospitals totaling $0, $1,297,000, and $1,196,000 for the years ended December 31, 2010, 2009, and 2008, respectively. Accounts receivable from Oaklawn and Bronson aggregated $0 and $175,000 at December 31, 2010 and 2009, respectively.

The Company has a management agreement with Alliance to provide certain services, including management of promotional and marketing activities, management of all financial activities, and long-term strategic planning, which includes new product and service development and introduction.

 

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The Company paid management services fees to Alliance totaling $1,216,000, $1,390,000, and $1,207,000 for the years ended December 31, 2010, 2009, and 2008, respectively, which is included in cost of revenues.

The Company purchases, on an as-needed basis, all technical, accounting, billing, and other support services from Alliance. Other support services include development of informational databases for regulatory compliance. The Company paid $252,000, $264,000, and $276,000 for these services for the years ended December 31, 2010, 2009, and 2008, respectively, which is included in cost of revenues. The Company owed Alliance $1,169,000 and $586,000 at December 31, 2010 and 2009, respectively, for reimbursable expenses paid by Alliance on the Company’s behalf. These amounts are settled monthly.

The Company rents MRI diagnostic imaging equipment to Alliance on an as-needed basis. The equipment rental revenue totaled $0, $0, and $108,000 for the years ended December 31, 2010, 2009, and 2008, respectively, which is included in revenues.

The Company has a management agreement with HNVPS to provide certain services, including monitoring regulatory activities, maintaining current customer relations, developing prospective customers, and developing new capital sources. Management fees totaled $514,000, $579,000, and $519,000 for the years ended December 31, 2010, 2009, and 2008, respectively, which is included in selling, general, and administrative expenses. Other current assets include $70,000 and $248,000 due from HNVPS at December 31, 2010 and 2009, respectively.

10. INVESTMENT IN UNCONSOLIDATED INVESTEE

The Company has direct ownership in an unconsolidated investee at December 31, 2010. The Company owns 53.44% of the investee and provides management services. The investee is accounted for under the equity method since the Company does not exercise control over the operations of the investee.

Set forth below is financial data for Alliance-HNV PET/CT Services, LLC and Subsidiaries:

 

     December 31,  
     2010      2009  

Balance Sheet Data:

     

Current assets

   $ 1,603,000       $ 2,050,000   

Noncurrent assets

     4,566,000         5,441,000   

Current liabilities

     672,000         616,000   

Noncurrent liabilities

     —           —     
     Years Ended December 31,  
     2010      2009  

Combined Operating Results:

     

Revenues

   $ 9,550,000       $ 3,714,000   

Expenses

     5,553,000         2,199,000   

Net income

     3,997,000         1,515,000   

******

 

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