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8-K/A - 8-K/A - Surgical Care Affiliates, Inc.d694349d8ka.htm
EX-99.3 - EX-99.3 - Surgical Care Affiliates, Inc.d694349dex993.htm
EX-99.1 - EX-99.1 - Surgical Care Affiliates, Inc.d694349dex991.htm
EX-23.1 - EX-23.1 - Surgical Care Affiliates, Inc.d694349dex231.htm

Exhibit 99.2

EAST BRUNSWICK SURGERY CENTER, LLC

DBA UNIVERSITY SURGICENTER

Unaudited Financial Statements

Nine-Months Ended September 30, 2013 and 2012

INDEX

 

Financial Statements

  

Unaudited Balance Sheets as of September 30, 2013 and December 31, 2012

     1   

Unaudited Statements of Operations for the nine-months ended September 30, 2013 and 2012

     2   

Unaudited Statements of Changes in Members’ Equity for the nine-months ended September 30, 2013 and 2012

     3   

Unaudited Statements of Cash Flows for the nine-months ended September 30, 2013 and 2012

     4   

Notes to Financial Statements

     5   


EAST BRUNSWICK SURGERY CENTER, LLC

DBA UNIVERSITY SURGICENTER

Balance Sheets

(Unaudited)

(U.S. dollars)

 

     SEPTEMBER 30
2013
     DECEMBER 31
2012
 
Assets      

Current assets

     

Cash and cash equivalents

   $ 1,001,491       $ 1,209,454   

Accounts receivable, net of allowance for doubtful accounts (2013 - $2,751,216; 2012 - $1,390,253)

     2,412,952         1,893,769   

Prepaid and other current assets

     97,282         141,587   
  

 

 

    

 

 

 

Total current assets

     3,511,725         3,244,810   

Property and equipment, net of accumulated depreciation (2013 - $383,762; 2012 - $327,770)

     326,247         201,035   
  

 

 

    

 

 

 

Total assets

   $ 3,837,972       $ 3,445,845   
  

 

 

    

 

 

 
Liabilities and Members’ Equity      

Current liabilities

     

Accounts payable

   $ 44,605       $ 96,039   

Accrued payroll

     82,435         129,550   

Other accrued expenses

     104,644         50,122   
  

 

 

    

 

 

 

Total current liabilities

     231,684         275,711   
  

 

 

    

 

 

 

Total liabilities

     231,684         275,711   
  

 

 

    

 

 

 

Commitments and contingent liabilities

     
  

 

 

    

 

 

 

Members’ equity

     3,606,288         3,170,134   
  

 

 

    

 

 

 

Total liabilities and members’ equity

   $ 3,837,972       $ 3,445,845   
  

 

 

    

 

 

 

The accompanying notes are an integral part of these financial statements.

 

1


EAST BRUNSWICK SURGERY CENTER, LLC

DBA UNIVERSITY SURGICENTER

Statements of Operations

(Unaudited)

(U.S. dollars)

 

     NINE-MONTHS
ENDED
SEPTEMBER 30
2013
     NINE-MONTHS
ENDED
SEPTEMBER 30
2012
 

Net operating revenues:

     

Net patient revenues

   $ 11,175,618       $ 9,495,630   
  

 

 

    

 

 

 

Total net operating revenues

     11,175,618         9,495,630   

Operating expenses:

     

Salaries and benefits

     1,976,221         2,060,792   

Supplies

     1,210,337         1,097,522   

Other operating expenses

     623,757         607,737   

Management and collection fees paid to related parties (Note 6)

     467,411         483,754   

Depreciation

     55,995         52,656   

Occupancy costs

     382,246         360,423   

Provision for doubtful accounts

     1,423,497         536,272   
  

 

 

    

 

 

 

Total operating expenses

     6,139,464         5,199,156   
  

 

 

    

 

 

 

Net income

   $ 5,036,154       $ 4,296,474   
  

 

 

    

 

 

 

The accompanying notes are an integral part of these financial statements.

 

2


EAST BRUNSWICK SURGERY CENTER, LLC

DBA UNIVERSITY SURGICENTER

Statements of Changes in Members’ Equity

(Unaudited)

(U.S. dollars)

 

     Members’
Equity
 

Balance at December 31, 2011

   $ 3,437,670   
  

 

 

 

Net income

     4,296,474   

Distributions to members

     (4,000,000
  

 

 

 

Balance at September 30, 2012

   $ 3,734,144   
  

 

 

 

 

     Members’
Equity
 

Balance at December 31, 2012

   $ 3,170,134   
  

 

 

 

Net income

     5,036,154   

Distributions to members

     (4,600,000
  

 

 

 

Balance at September 30, 2013

   $ 3,606,288   
  

 

 

 

The accompanying notes are an integral part of these financial statements.

 

3


EAST BRUNSWICK SURGERY CENTER, LLC

DBA UNIVERSITY SURGICENTER

Statements of Cash Flows

(Unaudited)

(U.S. dollars)

 

     NINE-MONTHS
ENDED

SEPTEMBER  30
2013
    NINE-MONTHS
ENDED

SEPTEMBER  30
2012
 

Cash flows from operating activities

    

Net income

   $ 5,036,154      $ 4,296,474   

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

    

Provision for doubtful accounts

     1,423,497        536,272   

Depreciation

     55,995        52,656   

(Increase) decrease in assets

    

Accounts receivable

     (1,942,680     (178,995

Other assets

     44,305        66,745   

Increase (decrease) in liabilities

    

Accounts payable

     (51,434     (20,595

Accrued payroll

     (47,115     (43,491

Other liabilities

     54,522        (73,716
  

 

 

   

 

 

 

Net cash provided by operating activities

     4,573,244        4,635,350   
  

 

 

   

 

 

 

Cash flows from investing activities

    

Capital expenditures

     (181,207     (87,482
  

 

 

   

 

 

 

Net cash used in investing activities

     (181,207     (87,482
  

 

 

   

 

 

 

Cash flows from financing activities

    

Distributions to members

     (4,600,000     (4,000,000
  

 

 

   

 

 

 

Net cash used in financing activities

     (4,600,000     (4,000,000
  

 

 

   

 

 

 

Change in cash and cash equivalents

     (207,963     547,868   
  

 

 

   

 

 

 

Cash and cash equivalents at beginning of period

     1,209,454        625,982   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 1,001,491      $ 1,173,850   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these financial statements.

 

4


EAST BRUNSWICK SURGERY CENTER, LLC

DBA UNIVERSITY SURGICENTER

Notes to Financial Statements

 

1. DESCRIPTION OF THE BUSINESS

Nature of Operations

East Brunswick Surgery Center, LLC (the “Company”) operates a multi-specialty ambulatory surgery center in East Brunswick, New Jersey. The Company contracts with managed care organizations, third-party payors, governmental agencies (Medicare & Medicaid), hospitals and their affiliates to perform various surgical procedures.

Basis of Presentation

The Company maintains its books and records on the accrual basis of accounting, and the accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates include, but are not limited to: (1) allowance for contractual revenue adjustments; (2) allowance for doubtful accounts; and (3) depreciable lives of assets. Future events and their effects cannot be predicted with certainty; accordingly, our accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of our financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as our operating environment changes. We evaluate and update our assumptions and estimates on an ongoing basis and may employ outside experts to assist in our evaluation as considered necessary. Actual results could differ from those estimates.

Revenue Recognition

Revenues consist primarily of net patient service revenues that are recorded based upon established billing rates less allowances for contractual adjustments. Revenues are recorded during the period the healthcare services are provided, based upon the estimated amounts due from patients and third-party payors, including federal and state agencies (under the Medicare and Medicaid programs), managed care health plans, commercial insurance companies and employers. Estimates of contractual allowances under third-party payor arrangements are based upon the payment terms specified in the related contractual agreements and payment history. Third-party payor contractual payment terms are generally based upon predetermined rates per procedure or discounted fee-for-service rates.

Cash and Cash Equivalents

Cash and cash equivalents include all demand deposits reduced by the amount of outstanding checks and drafts where the right of offset exists for these bank accounts. The Company has deposits with certain financial institutions which exceed federally insured limits. The Company has not experienced any losses on such deposits.

 

5


Accounts Receivable and Allowance for Doubtful Accounts

We report accounts receivable at estimated net realizable amounts from services rendered from federal and state agencies (under the Medicare and Medicaid programs), managed care health plans, commercial insurance companies, workers’ compensation, employers and patients. The concentration of net patient service accounts receivable by payor class, as a percentage of total net patient service accounts receivable, as of the end of each of the reporting periods, is as follows:

 

     AS OF
SEPTEMBER 30
2013
    AS OF
DECEMBER 31
2012
 

Managed care and other discount plans

     81     58

Workers’ compensation

     11        32   

Medicare

     5        4   

Medicaid

     1        1   

Patients and other third-party payors

     2        5   
  

 

 

   

 

 

 

Total

     100     100
  

 

 

   

 

 

 

We recognize that revenues and accounts receivable from government agencies are significant to our operations; however, we do not believe there are significant credit risks associated with these government agencies.

We also recognize that revenue and accounts receivable from managed care and other discount plans are significant to our operations. Because the category of managed care and other discount plans is composed of numerous individual payors, our management does not believe there are any significant concentrations of revenues from any individual payor that would subject us to significant credit risks in the collection of our accounts receivable.

The Company records an allowance for doubtful accounts in each period based on several factors, including accounts receivable collection history, the balance and aging composition of accounts receivable at the end of the period as reported through the Company’s computerized billing systems, the mix of business, and the financial condition of payors. The allowance for doubtful accounts was $2,751,216 as of September 30, 2013 and $1,390,253 as of December 31, 2012.

Although the Company believes that the estimation of the net realizable value of accounts receivable is reasonable, the Company has a collections department which continually monitors accounts receivable and assesses its methods for calculating the appropriate allowance for doubtful accounts. The Company adjusts allowances and its calculation methods as needed. The Company writes off accounts receivable as bad debts after all reasonable collection efforts have been exhausted. If actual collections differ from estimates, the Company may have to adjust its allowance for doubtful accounts, which could materially impact the Company’s financial condition and results of operations in future periods.

 

6


Property and Equipment

Property and equipment is stated at cost, less accumulated depreciation. Depreciation is provided over the estimated useful lives of the assets as follows:

 

    

Years

Furniture and fixtures    5 - 7
Equipment    3 - 7
Leasehold improvements    Term of lease or estimated
useful life, whichever is shorter

Maintenance and repairs of property and equipment are expensed as incurred. We capitalize replacements and improvements that increase the estimated useful life of an asset.

For operating leases, we recognize escalated rents, including any rent holidays, on a straight-line basis over the term of the lease.

Income Taxes

The Company is a limited liability company and is taxed as a partnership. Substantially all of the profits, losses, credits and deductions are passed through to the members. Therefore, the accompanying financial statements do not contain a provision or credit for federal or state income taxes.

Fair Value of Financial Instruments

The valuation techniques required for Fair Value Measurements are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs create the following fair value hierarchy:

Level 1 – Quoted prices for identical instruments in active markets. Assets utilizing Level 1 inputs are invested in equities and mutual funds.

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 – Significant inputs to the valuation model are unobservable.

The financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The carrying amounts of financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities approximates fair value due to the short maturity of these instruments.

Newly Issued Authoritative Guidance

In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04 (ASU No. 2011-4), Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs to provide a uniform framework for fair value measurements and related

 

7


disclosures between U.S. GAAP and International Financial Reporting Standards (IFRS). Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU No. 2011-04 requires prospective application for interim and annual periods beginning on or after December 15, 2011. The Company has determined that ASU No. 2011-04 did not have an impact on its financial statements.

We do not believe any other recently issued, but not yet effective, revisions to authoritative guidance will have a material effect on our consolidated financial position, results of operations or cash flows.

 

3. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

 

     AS OF
SEPTEMBER 30
2013
    AS OF
DECEMBER 31
2012
 

Medical equipment

   $ 568,147      $ 444,921   

Leasehold improvements

     135,051        78,051   

Computer equipment

     4,940        3,962   

Furniture and fixtures

     1,871        1,871   
  

 

 

   

 

 

 
     710,009        528,805   

Less: Accumulated depreciation

     (383,762     (327,770
  

 

 

   

 

 

 

Property and equipment, net

   $ 326,247      $ 201,035   
  

 

 

   

 

 

 

Depreciation expense for the nine-months ended September 30, 2013 and 2012 was $55,995 and $52,656, respectively, and is included in the statements of operations as a component of operating expenses.

Operating Leases

The Company leases its facility under an operating lease with equal monthly payments of $14,000 plus condominium fees and real estate taxes through April 30, 2014. The Company is entitled to an annual rent credit of $31,500 over a ten year period for leasehold improvements. The Company has the option to renew the lease at the fair market rental value of the premises for five additional terms of three years each.

 

8


The following is a schedule by years of approximate future minimum payments required under the operating lease that have initial or remaining non-cancelable lease terms in excess of one year as of September 30, 2013:

 

Year ending December 31,

      

2013

   $ 53,000   

2014

     70,000   
  

 

 

 

Total minimum lease payments required

   $ 123,000   
  

 

 

 

Facility rent expense was approximately $220,000 and $209,000 for the nine months-ended September 30, 2013 and 2012.

 

4. EMPLOYEE BENEFIT PLAN

The Company maintains a 401(k) for qualified employees. The terms of the plan define qualified employees as those 21 years of age or older with at least 12 months and 1,000 hours of employment with the Company. Employer contributions are discretionary. The 401(k) plan expense was $0 and $19,156 for the nine-months ended September 30, 2013 and 2012. The plan was terminated as of December 31, 2012.

 

5. SIGNIFICANT RISKS AND UNCERTAINTIES

Concentration of Cash Balances

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

Major Suppliers

The Company had two major suppliers for the nine-months ended September 30, 2013 and 2012 that accounted for 24% and 31% of total purchases, each of which exceeded 10% of total purchases for each period. Management believes that other suppliers could provide similar goods on comparable terms.

Major Third-Party Payors

The Company had two major third-party payors that accounted for 63% and 36% of total revenues for the nine-months ended September 30, 2013 and 2012, respectively.

 

6. RELATED PARTY TRANSACTIONS

Management Fees

The Company pays a monthly management fee to Brunswick ASC Investment, LLC, the owner of a majority of the outstanding membership interests of the Company, for consulting and administrative services based on five percent of the collections in any month. The total management fee was $461,411 and $477,754 for the nine-months ended September 30, 2013 and 2012, respectively.

 

9


Collection Fees

The Company paid collection fees to a collection agency that is owned by a member of the parent company. Total collection fees paid were $6,000 for both the nine-month periods ended September 30, 2013 and 2012.

 

7. SUBSEQUENT EVENTS

Effective December 31, 2013, ASC Holdings of New Jersey, LLC purchased 51% of the outstanding ownership interests in the Company.

The Company has evaluated subsequent events through March 19, 2014, which is the date the financial statements were available to be issued.

 

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