Exhibit

EX-99.1 4 a2016metroword-published.htm EXHIBIT 99.1 Exhibit

Exhibit 99.3

HOUSTON METRO ORTHO AND

SPINE SURGERY CENTER LLC

FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2016

Exhibit 99.3

HOUSTON METRO ORTHO AND SPINE SURGERY CENTER LLC

TABLE OF CONTENTS

INDEPENDENT AUDITOR’S REPORT 1

FINANCIAL STATEMENTS

Balance Sheet 2

Statement of Income 3

Statement of Changes in Members’ Equity 4

Statement of Cash Flows 5

Notes to the Financial Statements 6

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors

Houston Metro Ortho and Spine Surgery Center LLC

Houston, Texas

We have audited the accompanying financial statements of Houston Metro Ortho and Spine Surgery Center LLC (the “Company”), a Texas limited liability company, which comprise the balance sheet as of December 31, 2016, and the related statements of income, changes in members’ equity, and cash flows for the year then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit 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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Houston Metro Ortho and Spine Surgery Center LLC as of December 31, 2016, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

/s/ Desroches Partners, LLP

May 9, 2017

HOUSTON METRO ORTHO AND SPINE SURGERY CENTER LLC

BALANCE SHEET

DECEMBER 31, 2016

ASSETS

CURRENT ASSETS:

Cash and Cash Equivalents $ 130,418

Accounts Receivable 3,573,056

Prepaid Expenses and Other Current Assets 84,461

Total Current Assets 3,787,935

PROPERTY AND EQUIPMENT, NET 2,612,884

OTHER ASSETS:

Deposits and Other Assets 37,522

TOTAL ASSETS $ 6,438,341

LIABILITIES AND MEMBERS’ EQUITY

CURRENT LIABILITIES:

Accounts Payable $ 182,184

Accrued Expenses 316,285

Due to Affiliates 30,916

Current Maturities of Deferred Lease Incentive Revenue 52,972

Current Portion of Notes Payable 85,857

Total Current Liabilities 668,214

LONG-TERM LIABILITIES:

Deferred Lease Incentive Revenue, Net of Current Maturities 211,890

TOTAL LIABILITIES 880,104

COMMITMENTS AND CONTINGENCIES

MEMBERS’ EQUITY 5,558,237

TOTAL LIABILITIES AND MEMBERS’ EQUITY $ 6,438,341

The accompanying notes are an integral part of these financial statements

HOUSTON METRO ORTHO AND SPINE SURGERY CENTER LLC

STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2016

REVENUES, NET:

Net Patient Revenue $ 73,433

Net Management Fee Revenue 13,323,505

Total Revenues, Net 13,396,938

OPERATING EXPENSES:

Insurance 35,714

Medical Supplies 26,261

Salaries and Wages 160,589

Professional Fees 486,970

Professional Services 100,625

Repairs and Maintenance 465,662

Lease and Rent 921,281

Equipment and Instruments 30,976

Property Taxes 63,951

Office Expense 233,373

Depreciation 852,540

Total Operating Expenses 3,377,942

INCOME FROM OPERATIONS 10,018,996

OTHER INCOME (EXPENSE):

Sublease Rental Income 665,655

Interest Expense (17,055)

Other Income 24,504

Total Other Income 673,104

INCOME BEFORE PROVISION FOR STATE INCOME TAX 10,692,100

PROVISION FOR STATE INCOME TAX (82,651)

NET INCOME $ 10,609,449

The accompanying notes are an integral part of these financial statements

HOUSTON METRO ORTHO AND SPINE SURGERY CENTER LLC

STATEMENT OF CHANGES IN MEMBERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2016

BALANCE, DECEMBER 31, 2015 $ 5,194,780

Net Income 10,609,449

Contributions 59,000

Distributions (10,304,992)

BALANCE, DECEMBER 31, 2016 $ 5,558,237

The accompanying notes are an integral part of these financial statements

HOUSTON METRO ORTHO AND SPINE SURGERY CENTER LLC

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2016

CASH FLOW FROM OPERATING ACTIVITIES:

Net Income $ 10,609,449

Adjustments to Reconcile Net Income to Net Cash

Provided by Operating Activities:

Depreciation 852,540

Deferred Lease Incentive Revenue (52,970)

Change in Operating Assets and Liabilities:

Accounts Receivable 96,277

Prepaid Expenses and Other Current Assets (38,380)

Accounts Payable (20,592)

Accrued Expenses (142,368)

Net Cash Provided by Operating Activities 11,303,956

CASH FLOW FROM INVESTING ACTIVITIES:

Purchases of Property and Equipment (289,942)

Borrowings from (Repayments to) Affiliates 30,916

Net Cash Used in Investing Activities (259,026)

CASH FLOW FROM FINANCING ACTIVITIES:

Principal Payments on Note Payable (750,884)

Contributions to Members 59,000

Distributions to Members (10,304,992)

Net Cash Used in Financing Activities (10,996,876)

NET CHANGE IN CASH AND CASH EQUIVALENTS 48,054

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 82,364

CASH AND CASH EQUIVALENTS, END OF YEAR $ 130,418

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash Paid for Interest $ 18,074

Cash Paid for State Income Tax $ 52,415

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

Purchase of Property and Equipment via Notes Payable $ 103,028

The accompanying notes are an integral part of these financial statements

HOUSTON METRO ORTHO AND SPINE SURGERY CENTER LLC

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION

Houston Metro Ortho and Spine Surgery Center LLC (the “Company”) was formed on April 21, 2011 and amended May 22, 2011 in the State of Texas as a limited liability company. Under the terms of the Hospital Department Management Agreement dated May 1, 2015 (the “Management Agreement”), the Company provides management services to a surgical facility in Houston, Texas.

The Company has an indefinite life unless terminated at an earlier date as provided for in the Company Agreement.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes to the financial statements are the representation of the Company’s management, who is responsible for their integrity and objectivity.

Cash and Cash Equivalents

The Company defines cash and cash equivalents as cash on hand, cash in banks, and all highly liquid investments that are readily convertible to cash with original maturities of three months or less.

Accounts Receivable

Accounts receivables represent amounts owed to the Company that are expected to be collected within twelve months. Management evaluates receivables on an ongoing basis by analyzing current economic conditions, customer relationships, and previous payment histories. An allowance for doubtful accounts is established for specific accounts the Company considers uncollectible. At December 31, 2016, management determined no allowance was necessary as it considered all accounts receivable collectible.

Revenues

Revenues are based on the Management Agreement when they perform managerial services for the surgical facility. Revenues are reported at estimated net realizable value for services rendered. For the year ended December 31, 2016, there was no adjustment deemed necessary for bad debt expense.

Property and Equipment

Property and equipment are stated at cost. Expenditures for additions, major renewals and betterments are capitalized, and expenditures for maintenance and repairs are charged against income as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed for the accounts, and any resulting gain or loss is reflected in income.

The Company provides for depreciation or property and equipment using the straight-line method over the lesser of the lease term of improved leasehold property, or the estimated useful lives of the respective assets.

Deferred Lease Incentive Revenue

Deferred lease incentive revenue represents tenant improvement allowances received as consideration in connection with operating leases disclosed further in Note 6. The liability is amortized on a straight-line basis over the life of the lease and recorded as a reduction to rent expense in the accompanying statement of income.

HOUSTON METRO ORTHO AND SPINE SURGERY CENTER LLC

NOTES TO THE FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

Income Tax

The Company is a limited liability company and, as such, is not subject to income tax. Taxable income or loss of the Company is included in the respective Members’ tax returns.

The Company is subject to Texas franchise tax, commonly referred to as the Texas margin tax, for the year ended December 31, 2016. Accordingly, a provision and liability for state income tax has been included in accrued expenses on the accompanying financial statements.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. Accordingly, only those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities are recognized. As applied to the Company, any tax uncertainties would principally relate to state income taxes, or uncertainties in its U.S. Federal income tax return that is used to determine state income tax liability. The Company’s management has reviewed the Company’s tax positions and determined there were no significant outstanding or retroactive tax positions exist with less than a 50% likelihood of being sustained upon examination by the taxing authorities.

Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company’s evaluation was performed for the tax periods ended December 31, 2013 through December 31, 2016 for U.S. Federal and applicable states, the tax years that principally remain subject to examination by major tax jurisdictions as of December 31, 2016.

Fair Value Considerations

The Company uses fair value to measure financial and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy established and prioritized fair value measurements into three levels based on the nature of the inputs. The hierarchy gives the highest priority to inputs based on market data from independent sources (observable inputs- Level 1) and the lowest priority to a reporting entity's internal assumptions based upon the best information available when external market data is limited or unavailable (unobservable inputs- Level 3).

The Company's financial instruments (primarily cash and cash equivalents, receivables, payables, and debt) are carried in the accompanying balance sheets at amounts which reasonably approximate fair value.

Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates that have the most impact on the financial position and results of operations primarily relate to the collectability of and contractual adjustments to accounts receivable, the useful lives of property and equipment and certain accrued liabilities. Management believes these estimates and assumptions provide a reasonable basis for the fair presentation of the financial statements.

HOUSTON METRO ORTHO AND SPINE SURGERY CENTER LLC

NOTES TO THE FINANCIAL STATEMENTS

NOTE 3 – COMPANY AGREEMENT

The following are some of the significant terms of the Company Agreement:

Membership Interests

As specified in the Company Agreement, the Company has two classes of membership (Class A and Class B) and there is no limit on the number of authorized shares to be issued for each class of membership. The Company was initially capitalized by contributions aggregating $865,000 for 80.5 Class A units and $200,000 for 19.5 Class B units. Class B Members have special voting rights as specified in the Company Agreement.

Restrictions on Membership Interests

As defined in the agreement, no Class A Member, including spouse or ex-spouse, shall transfer any right, title or interest in their respective units without the approval of the Board of Directors.

As defined in the agreement, the Class B Member may transfer any or all interest in Class B units to any person subject to the right of first refusal granted to the Class A Members. Accordingly, the Class A Members shall have the right, but not the obligation, to purchase the Class B Member units for a period of 10 days for an agreed upon price as defined in the Company Agreement. Additionally, the Class A Members shall have the right and option, but not the obligation, to sell the Class A Members’ units in connection with the transfer of Class B Member units to said purchaser. The Class A Members must notify the Class B Member at least 30 days prior to said transfer.

If, at any time, the Class B Member desires to affect a Company sale to any person that is not an affiliate of the Class B Member, then the Class B Member shall have the option to require the Class A Members to transfer some or all of the units held by Class A Members to the respective purchaser at an agreed upon price as defined in the Company Agreement.

In the occurrence of a Terminating Event, as defined in the Company Agreement, the Company has a three-year period from the date of termination to purchase the Terminating Member’s units for an agreed upon price as defined in the Company Agreement.

Management and Liability of Members

The Operating Manager of the Company, except as otherwise expressly stated or provided in the Company Agreement, shall have full power and authority to take all action in connection with the Company’s affairs and to exercise exclusive management, supervision and control of the Company’s properties and business and shall have full power to do all things necessary or incident thereto, without the necessity of any further approval of a Member.

The Members of the Company shall not be personally liable for all or any part of the debts or other obligations of the Company, except for certain personal guaranties obtained in connection with said debts or other obligations.

Profits and Losses

The Company’s profits and losses shall be allocated to the Members in accordance with their outstanding units of membership interests (“sharing ratios”).

HOUSTON METRO ORTHO AND SPINE SURGERY CENTER LLC

NOTES TO THE FINANCIAL STATEMENTS

NOTE 3 – COMPANY AGREEMENT – CONTINUED

Distributions

The Operating Manager determines the cash available for distributions and distributions shall be issued at the Operating Manager’s discretion, but not less than once each year. Distributions made to the Members shall be allocated in accordance with their respective sharing ratios.

NOTE 4 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31, 2016:

Life

(Years)

Computers and Software 3 to 5 $ 160,402

Furniture and Equipment 7 124,023

Leasehold Improvements Up to 10 2,738,666

Medical Equipment 5 2,483,849

5,506,940

Less Accumulated Depreciation (2,894,056)

$ 2,612,884

For the year ended December 31, 2016, depreciation expense totaled $852,540.

NOTE 5 – NOTE PAYABLE

Note Payable at December 31, 2016, consists of the following:

Note payable to a bank in monthly installments of $8,586

including interest 5%; Maturing December 2016; secured

by equipment. $ 85,857

Less: Current Portion (85,857)

Note Payable, Net of Current Portion $ -

NOTE 6 – OPERATING LEASES

The Company leases office space under a noncancellable lease, the terms of which require escalating annual rent payments with an annual adjustment, if necessary, to reflect increases in building operating expenses. Per the terms of the Management Agreement (see Note 1), the office space is sub-leased to its sole customer. Accordingly, all future commitments are reduced by future sub-rental revenues which approximate $650,000 per year through 2021. The Company also leases office equipment with future commitments of $20,262 for 2017. Rent expense, including month to month rentals, totaled $921,281 for the year ended December 31, 2016. Sublease rental income for the year ended December 31, 2016 totaled $665,655.

HOUSTON METRO ORTHO AND SPINE SURGERY CENTER LLC

NOTES TO THE FINANCIAL STATEMENTS

NOTE 7 – RELATED PARTY TRANSACTIONS

At various times during the ordinary course of business, the Company and its affiliates will pay expenses on behalf of one another. These transactions resulted in a net payable of $30,916 at December 31, 2016 which is included in due to affiliates on the accompanying balance sheet.

NOTE 8 – CONCENTRATION OF CREDIT RISK

Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. At various times during the year, the Company may have bank deposits in excess of Federal Deposit Insurance Corporation insurance limits. Management believes any credit risk is low due to the overall financial strength of the financial institution.

As of and for the year ended December 31, 2016, one customer accounted for 100% revenues and accounts receivable.

At December 31, 2016, three vendors accounted for approximately 92% of accounts payable.

NOTE 9 – LITIGATION

At times, the Company is a defendant in various legal proceedings arising in the ordinary course of business. While management believes the outcome of pending litigation and claims will not have a material adverse effect on the Company’s financial condition, operations, or cash flows, litigation is subject to inherent uncertainties.

NOTE 10 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements were available for issuance on May 9, 2017, and determined there were no matters materially affecting the Company’s financial statements or related notes to the financial statements.