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8-K/A - FORM 8-K/A AMENDMENT NO. 1 - USMD Holdings, Inc.d440561d8ka.htm
EX-99.4 - UNAUDITED COMBINED FINANCIAL STATEMENTS-IMPEL MANAGEMENT AND THE MEDICAL CLINIC - USMD Holdings, Inc.d440561dex994.htm
EX-99.5 - UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS-USMD - USMD Holdings, Inc.d440561dex995.htm
EX-99.3 - AUDITED COMBINED FINANCIAL STATEMENTS-IMPEL MANAGEMENT AND THE MEDICAL CLINIC - USMD Holdings, Inc.d440561dex993.htm
Table of Contents

Exhibit 99.2

Urology Associates of North Texas, L.L.P.

Condensed Combined Financial Statements

For the six months ended June 30, 2012


Table of Contents

Urology Associates of North Texas, L.L.P.

Table of Contents

 

     Page  

Condensed Combined Balance Sheets as of June 30, 2012 and December 31, 2011

     1   

Condensed Combined Statements of Income for the six months ended June 30, 2012 and 2011

     2   

Condensed Combined Statements of Cash Flows for the six months ended June 30, 2012 and 2011

     3   

Notes to Condensed Combined Financial Statements

     4   


Table of Contents

Urology Associates of North Texas, L.L.P.

CONDENSED COMBINED BALANCE SHEETS

 

     June 30, 2012      December 31,
2011
 
     (unaudited)         

ASSETS

     

CURRENT ASSETS

     

Cash and cash equivalents

   $ 1,482,105       $ 1,953,587   

Accounts receivable – net of contractual allowances and allowance for doubtful accounts

     3,697,743         3,540,286   

Accounts receivable - other

     1,297,351         679,723   

Due from related parties

     149,644         370,708   

Prepaid expenses and other current assets

     655,086         633,672   
  

 

 

    

 

 

 

Total current assets

     7,281,929         7,177,976   

Property and equipment, net

     13,511,166         14,865,002   

Goodwill

     4,987,660         4,987,660   

Partnership interests in closely held businesses – at cost

     40,934         40,934   

Partnership interests in closely held businesses – at cost plus equity in undistributed earnings

     8,842,756         7,941,451   

Deposits

     33,000         33,000   
  

 

 

    

 

 

 

TOTAL ASSETS

   $ 34,697,445       $ 35,046,023   
  

 

 

    

 

 

 

LIABILITIES AND PARTNERS’ CAPITAL

     

CURRENT LIABILITIES

     

Accounts payable and other current liabilities

   $ 2,460,760       $ 2,728,202   

Accrued salaries and wages

     1,543,129         1,700,352   

Due to related parties

     105,429         242,908   

Current maturities of long-term debt

     5,324,058         5,819,235   

Current portion of capital lease obligations

     79,583         121,494   
  

 

 

    

 

 

 

Total current liabilities

     9,512,959         10,612,191   

Long-term debt, net of current portion

     7,611,106         9,162,433   

Capital lease obligations, net of current portion

     —           27,209   
  

 

 

    

 

 

 

Total liabilities

     17,124,065         19,801,833   

Commitments and Contingencies

     

Partners’ capital

     17,573,380         15,244,190   
  

 

 

    

 

 

 

TOTAL LIABILITIES AND PARTNERS’ CAPITAL

   $ 34,697,445       $ 35,046,023   
  

 

 

    

 

 

 

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

 

1


Table of Contents

Urology Associates of North Texas, L.L.P.

CONDENSED COMBINED STATEMENTS OF INCOME

For the six months ended June 30,

(Unaudited)

 

     2012     2011  

Net patient services revenue

   $ 29,069,622      $ 27,251,498   

Expenses

    

Salaries and benefits

     10,529,131        8,123,260   

Rent

     1,941,195        1,455,354   

Incentive plan payments to partners

     4,700,368        5,366,926   

Medical supplies and services

     2,458,089        1,967,408   

Insurance

     300,561        312,095   

Bad debt expense

     639,374        592,345   

Depreciation and amortization

     1,869,802        1,690,949   

Computer and telecommunication expenses

     498,742        553,281   

Other

     3,129,819        2,877,260   
  

 

 

   

 

 

 

Total expenses

     26,067,081        22,938,878   
  

 

 

   

 

 

 

Operating income

     3,002,541        4,312,620   

Other income (expense)

    

Equity in earnings from investments in partnerships

     2,959,667        3,313,649   

Interest expense, net

     (288,310     (303,570

Gain on sale of investment in partnership

     —          85,000   

Other income

     1,637,355        872,700   
  

 

 

   

 

 

 

Total other income, net

     4,308,712        3,967,779   
  

 

 

   

 

 

 

Net income

   $ 7,311,253      $ 8,280,399   
  

 

 

   

 

 

 

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

 

2


Table of Contents

Urology Associates of North Texas, L.L.P.

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

For the six months ended June 30,

(Unaudited)

 

     2012     2011  

CASH FLOWS FROM OPERATING ACTIVITIES

    

Net income

   $ 7,311,253      $ 8,280,399   

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

    

Equity in earnings from investments in partnerships

     (2,959,667     (3,313,649

Gain on sale of investment in partnership

     —          (85,000

Depreciation and amortization

     1,869,802        1,690,949   

Bad debt expense

     639,374        592,345   

Change in operating assets and liabilities:

    

Accounts receivable

     (796,831     (1,177,167

Prepaid expenses and other assets

     (417,978     (35,699

Accounts payable and other current liabilities

     (404,921     233,178   

Accrued salaries and wages

     (157,223     (1,977,707
  

 

 

   

 

 

 

Net cash provided by operating activities

     5,083,809        4,207,649   

CASH FLOWS FROM INVESTING ACTIVITIES

    

Capital expenditures

     (515,966     (1,182,503

Disposal of partnership interests

     —          285,000   

Distributions from equity method investees

     2,058,362        2,412,667   
  

 

 

   

 

 

 

Net cash provided by investing activities

     1,542,396        1,515,164   

CASH FLOWS FROM FINANCING ACTIVITIES

    

Proceeds from issuance of long-term debt

     793,868        510,000   

Repayments of long-term debt and capital lease obligations

     (2,909,492     (2,678,010

Distributions to partners

     (4,982,063     (5,138,962
  

 

 

   

 

 

 

Net cash used in financing activities

     (7,097,687     (7,306,972
  

 

 

   

 

 

 

Net decrease in cash and cash equivalents

     (471,482     (1,584,159

Cash and cash equivalents at beginning of year

     1,953,587        3,367,215   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 1,482,105      $ 1,783,056   
  

 

 

   

 

 

 

Supplemental cash flow information:

    

Interest paid

   $ 149,543      $ 159,564   

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

 

3


Table of Contents

Urology Associates of North Texas, L.L.P.

Notes to Unaudited Condensed Combined Financial Statements

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

Urology Associates of North Texas, L.L.P., a Texas limited liability partnership (the “Partnership” or “UANT”), was formed pursuant to the laws of the state of Texas on August 1, 1997. The Partnership is a urology group that specializes in various adult and pediatric bladder, prostate and kidney care, including robotic, laparoscopic, and cryotherapy surgeries throughout the Dallas/Fort Worth metropolitan area. Furthermore, the Partnership holds investment interests in other operating entities. The Partnership will dissolve on December 31, 2050, unless dissolved sooner. The liability of an individual partner of the L.L.P. for the Partnership’s debt is limited to that partner’s investment in the Partnership. The accompanying condensed combined financial statements include the accounts of the Partnership, as well as UANT Ventures, L.L.P. (“UANT Ventures”). Due to UANT Ventures having an ownership group that mirrors the Partnership, it has been combined with the Partnership.

The accompanying unaudited condensed combined financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those principles, although the Partnership believes that the disclosures made are adequate to make the information not misleading. These condensed combined financial statements reflect all adjustments that, in the opinion of management, are necessary for fair presentation of the periods presented. The December 31, 2011 condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. The operating results for the interim periods are not necessarily indicative of results for the full fiscal year. These condensed combined financial statements should be read in conjunction with the Partnership’s audited combined financial statements and notes thereto for the year ended December 31, 2011. There have been no significant changes in the information reported in those notes, other than from normal business activities and as discussed herein.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounts Receivable

The Partnership records revenues net of contractual allowances as established with various government related programs and managed care and commercial payers. For the six months ended June 30, 2012 and 2011, contractual allowances totaled $20,511,000 and $13,939,000, respectively. Accounts receivable is stated net of an allowance for doubtful accounts of $328,000 and $337,000 and net of contractual allowances of $2,367,000 and $2,099,000 as of June 30, 2012 and December 31, 2011, respectively.

NOTE 3 – PARTNERSHIP INTERESTS IN CLOSELY HELD BUSINESSES

The Partnership accounted for investments in the following closely held businesses under the equity method of accounting:

 

     June 30, 2012      December 31, 2011  
     Limited
Partnership
Interest
    Carrying
Value
     Limited
Partnership
Interest
    Carrying
Value
 

Dallas Stone Management, L.P.

     6.92   $ 467,043         6.92   $ 475,030   

North Texas Stone Management, L.P.

     30.00     95,895         30.00     121,667   

USMD Hospital at Arlington, L.P.

     23.44     6,696,153         23.44     6,097,029   

USMD Hospital at Fort Worth, L.P.

     10.86     913,027         10.86     718,271   

Metro I Stone Management, L.P.

     88.55     670,638         88.55     529,454   
    

 

 

      

 

 

 
     $ 8,842,756         $ 7,941,451   
    

 

 

      

 

 

 

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

 

     June 30, 2012     December 31,
2011
 

Office equipment

   $ 1,231,095      $ 1,227,448   

Medical equipment and systems

     17,011,365        16,596,194   

Furniture and fixtures

     1,124,945        1,113,494   

Leasehold improvements

     9,642,781        9,557,084   
  

 

 

   

 

 

 

Gross property and equipment

     29,010,186        28,494,220   

Less: accumulated depreciation

     (15,499,020     (13,629,218
  

 

 

   

 

 

 

Property and equipment, net

   $ 13,511,166      $ 14,865,002   
  

 

 

   

 

 

 

 

4


Table of Contents

Urology Associates of North Texas, L.L.P.

Notes to Unaudited Condensed Combined Financial Statements – (Continued)

 

NOTE 5 – ADVANCE LOAN AND LONG-TERM DEBT

In March 2012, the Partnership executed an advance promissory note in the aggregate amount of $2,680,000. Advances are expected to be made on this advance note to fund 2012 capital expenditures until the advance loan termination date in March 2013. The advance note requires interest only payments on a monthly basis at LIBOR plus 2.25% with a minimum floor of 4.0% until March 2013. Beginning in March 2013, the outstanding balance is repaid in 60 equal monthly principle installments plus interest at LIBOR plus 2.25% with a minimum floor of 4.0%. As of June 30, 2012, the Partnership has received advances totaling $793,868.

NOTE 6 – RELATED PARTY TRANSACTIONS

The Partnership has transactions in the ordinary course of business with entities that are related through common ownership or management or in which it holds investment interests.

For the six months ended June 30, 2012 and 2011, the Partnership was billed management fees and contract labor of $639,000 and $593,000, respectively, by USMD Cancer Treatment Centers, LLC, a wholly-owned subsidiary of USMD Inc., in which certain partners of UANT hold a cumulative 8.31% ownership interest. At June 30, 2012 and December 31, 2011, $105,000 and $97,000 was due to USMD Cancer Treatment Centers, LLC for these fees and costs and is included in due to related parties on the condensed combined balance sheets.

For the six months ended June 30, 2012 and 2011, the Partnership was billed monthly rental and common area maintenance fees totaling $475,000 and $321,000, respectively, by USMD Hospital at Arlington, L.P. (“USMD Arlington”), in which the Partnership has a limited partnership interest. For the six months ended June 30, 2012 and 2011, the Partnership was billed tenant improvement construction costs totaling $-0- and $285,000, respectively, by USMD Arlington. For the six months ended June 30, 2012 and 2011, for services rendered in connection with research studies conducted, the Partnership was billed $1,000 and $92,000, respectively, by USMD Arlington. At June 30, 2012 and December 31, 2011, $-0- and $145,900 was due to USMD Arlington for these fees and costs and included due to related parties on the condensed combined balance sheets.

For the six months ended June 30, 2012 and 2011, the Partnership billed USMD Arlington tenant improvement allowances totaling $160,000 and $-0-, respectively. As of June 30, 2012 and December 31, 2011, $19,000 and $196,000, respectively, was due from this related party and included in due from related parties on the condensed combined balance sheets.

For the six months ended June 30, 2012 and 2011, the Partnership billed USMD Arlington for radiation therapy services of $158,000, and $65,000, respectively. As of June 30, 2012 and December 31, 2011, $80,000 and $93,000, respectively, was due from this related party for these fees and included in due from related parties on the condensed combined balance sheets.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Leases

The Partnership leases certain medical office space and medical equipment under non-cancelable operating leases expiring between the years 2012 and 2021. Total expenditures related to these leases were $1,941,195 and $1,455,354 for the six months ended June 30, 2012 and 2011, respectively, and are included in rent expense on the condensed combined statements of income. Future minimum lease payments under non-cancelable operating lease agreements at June 30, 2012 are as follows:

 

July 2012 - December 2012

   $ 1,393,323   

2013

     2,571,671   

2014

     2,125,704   

2015

     1,957,601   

2016

     1,835,328   

2017

     1,574,949   

Thereafter

     3,672,490   
  

 

 

 

Total

   $ 15,131,066   
  

 

 

 

Financial Guarantees

UANT Ventures along with other partners of USMD Arlington have guaranteed, in proportion to their limited partner interest in the hospital, USMD Arlington building, land, and equipment acquisition notes payable of $36.5 million and $37.6 million as of June 30, 2012 and December 31, 2011, respectively. UANT Ventures along with other partners of USMD Fort Worth have guaranteed, in proportion to their limited partner interest in the hospital, USMD Fort Worth equipment acquisition notes payable of $4.3 million and $5.0 million as of June 30, 2012 and December 31, 2011, respectively. Should USMD Arlington and USMD Fort Worth fail to pay the obligations due, the Partnership could potentially be required to make maximum aggregate payments totaling $9.0 million. The guarantees provide for recourse; however, if UANT were required to perform under the guarantee, recovery of any amount would be unlikely. The remaining terms of these guarantees range from one to 31 months. UANT records a liability for performance under financial guarantees, when, upon review of available financial information of USMD Arlington and/or USMD Fort Worth and in consideration of pertinent factors, management determines that it is probable it will have to perform under the guarantee and the liability is reasonably estimable. UANT has not recorded a liability for these guarantees, as UANT believes it is not probable that it will have to perform under these agreements.

 

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Table of Contents

Urology Associates of North Texas, L.L.P.

Notes to Unaudited Condensed Combined Financial Statements – (Continued)

 

In addition, the individual partners of UANT Ventures have guaranteed USMD Fort Worth building and land acquisition notes payable of $0.8 million as of June 30, 2012 and December 31, 2011.

Litigation

The Company is currently subject to a medical malpractice lawsuit. The parties are in the early stages of discovery and the plaintiff has not made specific demands for damages. As such, the Company is unable to estimate a range of loss. The Company is insured against such claims; however based on the facts known to date, the Company believes that any damage award related to such claims would be recoverable from its insurer.

Commitment to Enter into a Businesses Combination

On August 19, 2010, UANT entered into the Contribution and Purchase Agreement (such agreement, the “Original Contribution Agreement”), with USMD Holdings, Inc., a Delaware corporation (“Holdings”), USMD Inc., a Texas corporation (“USMD”), and UANT Ventures, L.L.P., a Texas limited liability partnership (“Ventures”) pursuant to which the entities agreed to combine into a single integrated health services company (such transaction, the “Contribution”). Immediately prior to the Contribution, a subsidiary of Ventures would merge with and into UANT, with UANT surviving as a wholly-owned subsidiary of Ventures, and certain of the USMD shareholders would contribute all or a portion of their shares of USMD common stock to Ventures in exchange for partnership interests in Ventures. When the Contribution is consummated, Ventures would contribute all of its assets, which would include its equity interests in USMD and UANT, and the remaining USMD shareholders would contribute their USMD shares to Holdings in exchange for shares of Holdings common stock. Holdings described the Contribution in its Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) on December 23, 2010 (File No. 333-171386) and declared effective by the SEC on July 25, 2011. On August 23, 2011, the shareholders of USMD and the partners of Ventures voted on and approved the Original Contribution Agreement.

Prior to the consummation of the Contribution, Ventures and Holdings entered into a merger agreements with The Medical Clinic of North Texas, P.A., a Texas professional association (“MCNT”), and Impel Management Services, L.L.C., a Texas limited liability company (“Impel”). As a result of these merger agreements, on February 9, 2012, Holdings, USMD, UANT and Ventures executed an amendment to the Original Contribution Agreement (the “Amendment”) to reflect, among other changes, the effects of the merger agreements on the Contribution. On May 21, 2012, Ventures, Holdings, MCNT and Impel executed a corresponding amendment to the merger agreements. On May 29, 2012, USMD, Ventures, MCNT and Impel voted on and approved the Amendment.

On February 10, 2012, Holdings filed a post-effective amendment to its Form S-4 registration statement describing the amended transaction. The post-effective amendment to the Form S-4 registration statement was declared effective by the SEC on April 30, 2012.

NOTE 8 – SUBSEQUENT EVENTS

The Partnership evaluated its financial statements for subsequent events through September 4, 2012, the date the financial statements were available to be issued.

Consummation of the Businesses Combination

Effective August 31, 2012, UANT and the other parties to the Contribution consummated the mergers and Contribution described in Note 7, and, as a result, UANT and Ventures were effectively acquired at that date as described in the Contribution and merger agreements.

 

6