IJKG OPCO, LLC and Subsidiaries (d/b/a Bayonne Medical Center)

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1 Consolidated Financial Statements Years Ended December 31, 2014 and 2013 The report accompanying these financial statements was issued by BDO USA, LLP, a Delaware limited liability partnership and the U.S. member of BDO International Limited, a UK company limited by guarantee.

2 Consolidated Financial Statements Years Ended December 31, 2014 and 2013

3 Contents Independent Auditor s Report 3-4 Consolidated Financial Statements: Balance Sheets as of December 31, 2014 and Statements of Income for the Years Ended December 31, 2014 and Statements of Members Equity for the Years Ended December 31, 2014 and Statements of Cash Flows for the Years Ended December 31, 2014 and Notes to Consolidated Financial Statements 9-18 Supplementary Information: Consolidating Balance Sheet as of December 31, Consolidating Statement of Income for the Year Ended December 31, Consolidating Statement of Members Equity for the Year Ended December 31,

4 Tel: Fax: Park Avenue New York, NY Independent Auditor s Report Board of Directors IJKG OPCO, LLC and Subsidiaries Bayonne, New Jersey We have audited the accompanying consolidated financial statements of IJKG OPCO, LLC and Subsidiaries (the Hospital ), which comprise the consolidated balance sheets as of December 31, 2014 and 2013, and the related consolidated statements of income, changes in members equity and cash flows for the years then ended, and the related notes to the consolidated financial statements. Management s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated 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 consolidated 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 consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. 3

5 Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of IJKG OPCO, LLC and Subsidiaries (d/b/a Bayonne Medical Center), as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Other Matter The consolidating information is presented for purposes of additional analysis of the consolidated financial statements rather than to present the financial position, results of operations, and cash flows of the individual companies, and is not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The consolidating information has been subjected to the auditing procedures applied in the audits of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the consolidating information is fairly stated in all material respects in relation to the consolidated financial statements as a whole. April 30,

6 Consolidated Balance Sheets December 31, Assets Current: Cash and cash equivalents $ 14,586,616 $ 19,970,000 Net patient accounts receivable 42,028,916 35,323,978 Other receivables 24,395,221 12,735,523 Other assets 5,336,640 5,000,582 Total Current Assets 86,347,393 73,030,083 Restricted Cash 5,984,713 7,684,713 Estimated Malpractice Recoveries 434,484 1,303,000 Other Receivables, Less Current Portion 16,603,119 10,546,152 Investments in Unconsolidated Affiliates 4,709,829 4,661,627 Property, Plant and Equipment, Net 75,041,403 78,148,208 $189,120,941 $175,373,783 Liabilities and Members Equity Current Liabilities: Accounts payable $ 14,145,819 $ 5,596,783 Accrued compensation and other accrued expenses 8,023,560 6,774,454 Lines of credit 16,323,423 12,114,438 Other current liabilities 3,125,700 4,003,056 Current portion of capital lease and long-term debt 7,638,291 6,830,445 Total Current Liabilities 49,256,793 35,319,176 Due to Third Party, Less Current Portion 4,016,620 5,531,754 Estimated Malpractice Liability 1,868,484 2,737,000 Capital Lease Payable, Less Current Portion 53,856,895 55,466,496 Long-Term Debt, Less Current Portion 950, ,010 Total Liabilities 109,948,792 99,363,436 Commitments and Contingencies Members Equity 79,172,149 76,010,347 $189,120,941 $175,373,783 See accompanying notes to consolidated financial statements. 5

7 Consolidated Statements of Income Year ended December 31, Revenues: Net patient service revenue $183,679,882 $183,409,130 Charity care subsidy 2,972,415 3,068,213 Other revenue 5,390,991 3,752,844 Total Revenues 192,043, ,230,187 Costs and Expenses: Salaries and wages 55,179,491 53,402,566 Fringe benefits 11,083,133 9,440,798 Supplies and other expenses 105,519, ,309,214 Total Expenses 171,782, ,152,578 Income From Operations Before Interest Expense, Depreciation and Equity in Earnings of Unconsolidated Affiliates 20,260,796 23,077,609 Interest Expense 6,371,529 5,983,755 Depreciation Expense 13,610,623 12,430,098 Income Before Equity in Earnings of Unconsolidated Affiliates 278,644 4,663,756 Equity in Earnings of Unconsolidated Affiliates 2,883,158 2,595,906 Net Income $ 3,161,802 $ 7,259,662 See accompanying notes to consolidated financial statements. 6

8 Consolidated Statements of Members Equity Years ended December 31, 2014 and 2013 Members Equity, December 31, 2012 $68,750,685 Net income 7,259,662 Members Equity, December 31, ,010,347 Net income 3,161,802 Members Equity, December 31, 2014 $79,172,149 See accompanying notes to consolidated financial statements. 7

9 Consolidated Statements of Cash Flows Year ended December 31, Cash Flows From Operating Activities: Net income $ 3,161,802 $ 7,259,662 Adjustments to reconcile net income to net cash used in operating activities: Depreciation 13,610,623 12,430,098 Net income in equity investment (2,883,158) (2,595,906) Changes in assets and liabilities: (Increase) decrease in: Net patient accounts receivable (6,704,938) (2,133,524) Other assets (336,058) 922,507 Estimated malpractice recoveries 868,516 (204,000) Other receivables (17,716,665) (18,923,200) Increase (decrease) in: Accounts payable 8,549,036 (3,210,228) Accrued compensation and other accrued expenses 1,249,106 (368,766) Due to third party (2,392,490) (1,706,944) Malpractice reserve (868,516) 504,000 Net Cash Used In Operating Activities (3,462,742) (8,026,301) Cash Flows From Investing Activities: Proceeds from equity investment 2,834,956 2,019,363 Purchase of property, plant and equipment (4,176,708) (3,469,856) Decrease in restricted cash 1,700,000 1,452,421 Net Cash Used In Investing Activities 358,248 1,928 Cash Flows From Financing Activities: Proceeds from line of credit, net of payments 4,208,985 4,049,271 Proceeds from long-term debt, net of payments 820,640 - Repayment of capital lease obligation (7,308,515) (6,804,818) Net Cash Used In Financing Activities (2,278,890) (2,755,547) Net Decrease in Cash and Cash Equivalents (5,383,384) (10,779,920) Cash and Cash Equivalents, Beginning of Year 19,970,000 30,749,920 Cash and Cash Equivalents, End of Year $ 14,586,616 $ 19,970,000 Supplemental Disclosures of Cash Flow Information: Net liabilities assumed in acquisition of Peninsula Surgery Center $ - $ (1,454,896) Noncash transactions related to capital leases 6,327,110 2,266,632 Cash paid during the year for interest 6,340,856 5,981,104 See accompanying notes to consolidated financial statements. 8

10 Notes to Consolidated Financial Statements 1. Organization IJKG OPCO, LLC and Subsidiaries (the Hospital ) is a whollyowned subsidiary of IJKG, LLC ( IJKG ). Upon the acquisition of Bayonne Medical Center ( BMC ) out of bankruptcy through an asset purchase agreement by IJKG, the Hospital was formed to facilitate the operations of BMC. The Hospital is a licensed 278-bed acute care facility that provides inpatient and outpatient services. Bayonne RadOnc Associates, LLC ( Bayonne RadOnc ) is a wholly-owned subsidiary of the Hospital which provides radiation oncology services. Peninsula Surgery Center Management, LLC is a wholly-owned subsidiary of the Hospital which in 2013 acquired full ownership interest in Peninsula Surgery Center, LLC ( PSC ), a healthcare organization that provides outpatient surgical services. 2. Principles of Consolidation The consolidated financial statements include the activities of the Hospital and its majorityowned subsidiaries, (collectively the Company ). Interests in majority-owned subsidiaries are reported using the full consolidation method, whereby the consolidated financial statements include 100% of the assets and liabilities of the subsidiaries. All material intercompany transactions have been eliminated. 3. Summary of Significant Accounting Policies (a) Basis of Presentation The consolidated financial statements of the Hospital have been prepared on the accrual basis. In the balance sheet, assets and liabilities are presented in order of liquidity or conversion to cash and their maturity resulting in the use of cash, respectively. (b) Cash and Cash Equivalents The Hospital considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents with the exceptions of amounts limited as to use for capital purchases and as required by the line of credit agreement with a financial institution; which have been classified as restricted cash on the consolidated balance sheets. (c) Fair Value Measurements Accounting Standards Codification ( ASC ) 820, Fair Value Measurement, establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that inputs that are most observable be used when available. Observable inputs are inputs that market participants operating within the same marketplace as the Hospital would use in pricing the Hospital s asset or liability based on independently derived and objectively determinable market data. Unobservable inputs are inputs that cannot be sourced from a broad active market in which assets or liabilities identical or similar to those of the Hospital are traded. The Hospital estimates the price of any assets for which there are only unobservable inputs by using assumptions that market participants that have investments in the same or similar assets would use as determined by the money managers administering each investment based on best information available in the circumstances. The input hierarchy is broken down into three levels based on the degree to which the exit price is independently observable or determinable as follows: 9

11 Notes to Consolidated Financial Statements Level 1 Valuation based on quoted market prices in active markets for identical assets or liabilities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. Level 2 Valuation based on quoted market prices of investments that are not actively traded or for which certain significant inputs are not observable, either directly or indirectly. Level 3 Valuation based on inputs that are unobservable and reflect management s best estimate of what market participants would use as fair value. (d) Net Patient Accounts Receivable Net patient accounts receivable are reported at estimated net realizable value. Management s estimate of net realizable value is based on historical collection patterns and does not distinguish between contractual allowances and allowances for doubtful accounts. Individual patient accounts are written off when they are determined to be uncollectible based upon management s periodic review of the accounts receivable aging, payor classifications and application of historical writeoff percentages. (e) Investments in Unconsolidated Affiliates The Hospital records its investments in unconsolidated affiliates utilizing the equity method of accounting, reporting its economic interest in the affiliates assets and liabilities as a non-current asset on the consolidated balance sheets. That amount is either increased or decreased by the Hospital s proportionate share of the affiliates net income or loss and any distributions made during the year. Included in this financial statement line item is goodwill, which represents the excess purchase price over the fair value of the assets attained in the acquisition of PSC. The Hospital performs an annual impairment analysis to identify potential goodwill impairment and measures the amount of goodwill impairment loss to be recognized. Goodwill testing requires an evaluation of the estimated fair value of the reporting unit to its carrying value. An impairment charge is recorded if the estimated fair value is less than the carrying amount of the reporting unit. No impairments have been identified to date. (f) Property, Plant and Equipment Property, plant and equipment are recorded at their aggregate purchase cost, apportioned to individual assets on the basis of fair market value at the date of acquisition. Depreciation is provided over the estimated useful life for each class of depreciable asset and is computed using the straight-line method. The estimated useful lives of various asset classes is as follows: Building and building improvements Fixed equipment Major moveable equipment 5-15 years 10 years 5-7 years (g) Revenue Recognition Net operating revenues are recognized in the period services are performed and consist primarily of the net patient service revenue that is reported at estimated net realizable amounts from patients, third-party payors and others for services rendered, including retroactive adjustments under reimbursement agreements with third-party payors. Retroactive reimbursement adjustments are estimated in the period in which the related services are rendered and adjusted in future periods as final settlements are determined. Payment arrangements with third-party 10

12 Notes to Consolidated Financial Statements payors include prospectively determined rates per discharge, reimbursed costs, charges, discounted charges and per diem payments. (h) Income Taxes As a limited liability company, the income of the Hospital passes through to the tax returns of the respective owners. Therefore, none of the entities recorded income tax expense. In addition, the Hospital has not taken an uncertain tax position that would require provision of a liability under ASC 740, Income Taxes. (i) Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. (j) Concentration of Credit Risk The Hospital is located in the State of New Jersey. The Hospital grants credit without collateral to its patients, most of who are local residents and are insured under various third-party payor arrangements. The mix of receivables from primary payor sources, including patients and third parties, at December 31, 2014 and 2013 are as follows: Medicare 28% 38% Medicaid 4 6 Other third-party payors Self pay and charity care - 1 Financial instruments which potentially subject the Hospital to concentrations of credit risk consist primarily of cash and cash equivalents in excess of Federal Deposit Insurance Corporation ( FDIC ) insurance limits. At various times during the year, the Hospital may have cash deposits at financial institutions in excess of FDIC insurance limits. These financial institutions have strong credit ratings and management believes that credit risk related to these accounts is minimal. (k) Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. (l) Recently Issued Accounting Pronouncement In May 2014 the Financial Accounting Standards Board ( FASB ) issued Accounting Standards Update ( ASU ) , Revenue from Contracts with Customers. The core principle of ASU is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance in ASU supersedes the FASB's current revenue recognition requirements in ASC 605, Revenue Recognition, and most industry specific guidance. The provisions of ASU were initially effective for the Hospital and other nonpublic entities for annual reporting periods beginning after December 15, 2017 but FASB has recently proposed delaying adoption until annual reporting periods beginning after 11

13 Notes to Consolidated Financial Statements December 15, Early application will be permitted, but not before the original public organization effective date, which was for periods beginning after December 15, The Hospital has not completed the process of evaluating the impact of ASU on its consolidated financial statements. 4. Net Patient Service Revenue The Hospital has agreements with Medicare, Medicaid and other third-party payors that provide for payments to the Hospital at amounts different from its established rates. A summary of the payment arrangements with third-party payors follows: (a) Medicare Under the Medicare program, the Hospital receives reimbursement under a prospective payment system ( PPS ) for inpatient and outpatient services. The Hospital s reimbursements from Medicare are subject to certain variations under Medicare s single bundled payment rate system, whereby reimbursements can be adjusted for certain patient characteristics and other factors. Federal regulations provide for certain adjustments to current and prior years payment rates, based on industry wide and hospital specific data. The Hospital has been audited and received final settlements on its Medicare cost reports through 2004 and tentative settlements through (b) Non-Medicare Payments Service rendered to Medicaid program beneficiaries are paid at prospectively determined rates per discharge. These rates vary according to a patient classification system that is based on clinical, diagnostic and other factors. Revenues associated with commercial health plans and health maintenance organizations are estimated based on contractual terms for the patients under healthcare plans with which the Hospital has formal agreements, non-contracted health plan coverage terms, if known, estimated secondary collections, historical collection experience and historical trends of refunds and payor payment adjustments. (c) Regulation and Reimbursement Contingencies Regulations require annual retroactive settlements for cost-based reimbursements through cost reports filed by the Hospital. These retroactive settlements are estimated and recorded in the financial statements in the year in which they become known. The estimated settlements recorded at December 31, 2014 and 2013 could differ from actual settlements based on the results of the cost report audits. Laws and regulations governing the Medicare and Medicaid programs are extremely complex and subject to interpretation. As a result, there is at least a reasonable possibility that recorded estimates will change by a material amount in the near term. The Hospital is not aware of any allegations of noncompliance that could have a material adverse effect on the accompanying consolidated financial statements and believes it is in compliance, in all material respects, with the applicable laws and regulations. Action for noncompliance could result in repayment of amounts improperly reimbursed, fines, penalties and exclusion from Medicare and Medicaid programs. 12

14 Notes to Consolidated Financial Statements 5. Property, Plant and Equipment, Net Property, plant and equipment, net at December 31, 2014 and 2013 consists of the following: Building $ 62,662,124 $ 59,285,377 Building improvements 4,029,570 1,748,457 Fixed equipment 13,259,468 14,126,163 Major moveable equipment 44,149,388 40,033,613 Construction-in-progress 2,816,180 2,038, ,916, ,232,573 Less: Accumulated depreciation (51,875,327) (39,084,365) Property plant and equipment, net $ 75,041,403 $ 78,148,208 During 2014, the Hospital had property, plant and equipment additions of $10,503,818, comprised of $4,176,708 of purchased assets and assets attained through entering into capital lease arrangements totaling $6,327,110. Costs incurred to date on projects included in construction-in-progress as of December 31, 2014 represents approximately 80% of the project construction costs. The Hospital is obligated under capital leases covering building and equipment that expire at various dates over the next five years and thereafter. At December 31, 2014 and 2013, the gross amount of building and equipment and related accumulated depreciation recorded under capital leases were as follows: December 31, Building $62,662,124 $ 59,285,377 Equipment 18,563,854 15,613,491 81,225,978 74,898,868 Less: Accumulated depreciation (22,568,243) (22,165,700) $58,657,735 $ 52,733, Lines of Credit (a) The Hospital has a revolving line of credit of $20,000,000 with a financial institution. The line is secured by the Hospital s net patient accounts receivable. Interest on the outstanding advances under the line is due and payable on a monthly basis at an annual interest rate of the London Interbank Offered Rate ( LIBOR ) plus 3.50%. At December 31, 2014 and 2013, the outstanding amounts on the Hospital s line were $16,023,423 and $11,147,873, respectively. (b) The Hospital has a revolving line of credit of $300,000 with a financial institution. The line is secured by all personal property of PSC. Interest on the outstanding advances under the line is due and payable on a monthly basis at an annual interest rate of LIBOR plus 2.50%. At December 31, 2014, the outstanding amount on the line was $300,

15 Notes to Consolidated Financial Statements 7. Capital Lease Obligations (a) The Hospital entered into a capital lease agreement for land and a building with a healthcare real estate investment trust on February 4, The lease is secured by the land and building and requires monthly payments of principal and interest, at an imputed rate. The lease expires in February (b) The Hospital leases lab equipment under multiple capital leases that expire on various dates between August 2015 to July The leases are secured by the equipment and require monthly payments of principal and interest, at a rate of 2.53% to 6.56% per annum. The following is a schedule of future minimum lease payments, including interest under the terms of the lease, together with the present value of the net minimum lease payments, as of December 31, 2014: 2015 $ 11,609, ,765, ,171, ,573, ,337,328 Thereafter 44,171,990 Total minimum lease payments 88,629,355 Less: Amount representing interest (27,434,169) Present value of net minimum lease payments 61,195,186 Less: Current portion (7,338,291) $ 53,856, Long-term Debt On February 1, 2014, the Hospital entered into a term note agreement for $1,500,000 with a financial institution to refinance existing indebtedness assumed in the acquisition of PSC. Principal payments are to be made monthly in equal installments of $25,000 on the first day of each month. The term note bears an interest rate of LIBOR plus 2.50%. The note is set to mature on February 1, 2017 at which time all principal and accrued interest will become due and payable. 9. Charity Care The Hospital provides services without charge, or at amounts less than its established rates, to patients who meet the criteria of its charity care policy. Because the Hospital does not pursue collection of amounts determined to qualify as charity care, such services are not reported as revenue. The estimated cost of charity care provided was $3,844,546 and $3,798,644 for the years ended December 31, 2014 and 2013, respectively. The estimated cost of charity care is based on the ratio of cost to charges, as determined by hospital-specific data. 14

16 Notes to Consolidated Financial Statements 10. Malpractice Contingencies The Hospital had purchased a claims-made policy and recorded the premium as insurance expense. Effective February 1, 2008, the policy included a deductible of $250,000 per occurrence and $500,000 in the aggregate, while providing coverage of up to $1,000,000 per incident and $3,000,000 in the aggregate. The Hospital also had excess insurance through purchase of a policy for commercial excess claims coverage (aggregating $15,000,000 of coverage) which had also began in February Both insurance policies were cancelled in Upon cancellation of the above-mentioned insurance policies, effective June 15, 2014, the Hospital purchased a claims-made policy from the related captive insurance provider, CarePoint Health Captive Assurance Company, LLC (the Captive ). The policy includes a deductible of $250,000 per claim and $750,000 in the aggregate, which is shared with related healthcare providers HUMC-Opco, LLC and Hudson Hospital Opco, LLC, such that losses from all three entities would erode the $750,000 aggregate retention. The Hospital has also purchased excess coverage of $15,000,000 from the Captive with limits being shared among all three entities. The Captive reinsures 100% for the limits of the excess liability coverage. The estimated malpractice liability recorded at December 31, 2014 and 2013 is based upon an actuarial valuation of the estimated effect of probable loss contingencies and determined policy deductibles. The undiscounted liabilities recorded as of December 31, 2014 and 2013 were $1,868,484 and $2,737,020, respectively, of which approximately $434,484 and $1,303,000 would expected to be recovered from the Hospital s insurance carrier and is reported on the accompanying consolidated balance sheets as estimated malpractice recoveries. In the opinion of management, the final disposition of such claims will be within the available insurance coverage and not have a material adverse effect on the Hospital s financial position, results of operations or liquidity. 11. Savings and Investment Plan The Hospital has a qualified savings and investment plan (the Plan ) that covers substantially all employees of the Hospital. Eligible employees can elect to participate through payroll deductions at a rate of 1% to 8% of compensation, to a maximum compensation of $200,000. The Hospital agrees to match the employee s contribution up to a maximum of 2% of up to $200,000 in compensation. Total pension expenses for the years ended December 31, 2014 and 2013 were $320,000, for both years. 12. Related Party Transactions (a) Management Agreement IJKG provides certain general and administrative services to the Hospital, including finance, legal, regulatory and treasury. Also, certain other costs incurred by IJKG are allocated to the Hospital. IJKG allocations were $24,189,564 and $33,285,639 in the years ended December 31, 2014 and 2013, respectively. (b) Investment in Peninsula Heart and Vascular Services In December 2009, the Hospital invested $750,000 for a non-controlling interest in Peninsula Heart and Vascular Services ( PHVS ), a partnership that manages programs for the provision of diagnostic and interventional cardiac catheterization and other cardiac and peripheral vascular laboratory services. In 2014, the Hospital made an additional capital contribution of $48,202. The investments are accounted for using the equity method of accounting and is recorded in 15

17 Notes to Consolidated Financial Statements investments in unconsolidated affiliates in the accompanying consolidated balance sheets. The Hospital recorded its share of net income in the amount of $2,437,250 and $1,947,790 for 2014 and 2013, respectively, in equity in earnings of unconsolidated affiliates in the accompanying consolidated statements of income. The total distributions received by the Hospital were $2,171,620 and $1,539,528 for 2014 and 2013, respectively. The Hospital pays a management fee to PHVS for the services provided by the partnership at mutually agreed upon, third-party determined, fair market value rates. That amount was reduced by the amount of salaries and other operating expenses paid by the Hospital on behalf of PHVS. (c) Investment in Peninsula Radiation Oncology Services In December 2010, the Hospital invested $830,000 for a non-controlling interest in Peninsula Radiation Oncology Services ( PROS ), a partnership that manages the clinical and administrative aspects of the operations of the separately licensed, freestanding radiation therapy center. The investment is accounted for using the equity method of accounting and is recorded in investments in unconsolidated affiliates in the accompanying consolidated balance sheets. The Hospital recorded its share of net income in the amount of $782,787 and $613,366 for 2014 and 2013, respectively, in equity in earnings of unconsolidated affiliates in the accompanying consolidated statements of income. The total distributions received by the Hospital were $663,336 and $497,835 for 2014 and 2013, respectively. The Hospital pays a management fee to PROS for the services provided by the partnership at mutually agreed upon, third-party determined, fair market value rates. That amount was reduced by the amount of salaries and other operating expenses paid by the Hospital on behalf of PROS. (d) Investment in Peninsula Wound Care Services In 2010, the Hospital invested $125,000 for a non-controlling interest in Peninsula Wound Care Services ( PWCS ), a partnership that manages the Hospital s on-campus wound care and hyperbaric oxygen therapy services program. The investment is accounted for using the equity method of accounting and is recorded in investments in unconsolidated affiliates in the accompanying consolidated balance sheets. The Hospital recorded its share of net income in the amount of $203,373 and $37,405 for 2014 and 2013, respectively, in equity in earnings of unconsolidated affiliates in the accompanying consolidated statements of income. There were no distributions received by the Hospital in 2014 and The Hospital pays a management fee to PWCS for the services provided by the partnership at mutually agreed upon, third-party determined, fair market value rates. That amount was reduced by the amount of salaries and other operating expenses paid by the Hospital on behalf of PROS. (e) Investment in Peninsula Sleep Center In 2013, the Hospital invested $280,000 for a non-controlling interest in Peninsula Sleep Center, a partnership that manages the Hospital s treatment center for sleep-related disorders. The investment is accounted for using the equity method of accounting and is recorded in investments in unconsolidated affiliates in the accompanying consolidated balance sheets. The Hospital recorded its share of net income in the amount of $55,164 for 2014 and a net loss of $2,655 for 2013, in equity in earnings of unconsolidated affiliates in the accompanying consolidated statements of income. There were no distributions received by the Hospital in The Hospital pays a management fee to Peninsula Sleep Center for the services provided by the partnership at mutually agreed-upon, third-party determined, fair market value rates. That amount was reduced by the amount of salaries and other operating expenses paid by the Hospital on behalf of Peninsula Sleep Center. 16

18 Notes to Consolidated Financial Statements (f) Investment in McCabe Ambulance Services, Inc. On November 1, 2013, the Hospital entered into a stock purchase agreement to attain ownership of McCabe Ambulance Services, Inc. ( McCabe ). The Hospital invested $1,364,118, which equated to ownership of approximately 23% of McCabe s outstanding stock. McCabe is a comprehensive provider of emergency medical services, including both emergency and non-emergency ambulance transportation services. The investment is accounted for using the equity method of accounting and is recorded in investments in unconsolidated affiliates in the accompanying consolidated balance sheets. The Hospital recorded its share of net loss in the amount of $595,416 for 2014, in equity in earnings of unconsolidated affiliates in the accompanying consolidated statements of income. The Hospital pays a management fee to McCabe for the services provided by the company at a mutually agreed-upon, third-party determined, fair market value rate. On December 31, 2014, McCabe entered into a revolving credit note agreement with the Hospital of up to $3,000,000. Interest on the outstanding advances under the note is due and payable on a monthly basis at an annual interest rate of 8%. The note is secured by all of the assets of McCabe, including their accounts receivable. At December 31, 2014, the outstanding amount on the note was $1,905,000. (g) Jersey Health Alliance Over the past 2 years, the Hospital had provided temporary advances to Jersey Health Alliance ( JHA ) to cover working capital needs as well as finance physician group acquisitions. JHA is a management service organization formed to provide both healthcare and technology expertise to affiliated physician groups. On December 31, 2014, the Hospital and JHA entered into a note receivable agreement which outlined the repayment schedule of all advances provided to JHA in in both 2013 and Interest on the outstanding balances will be charged at fair market value rates and all principal and unpaid interest is due in full in November At December 31, 2014, the outstanding balance due to the Hospital was $13,753,749, which is recorded as other receivables on the consolidated balance sheet. (h) NJ Healthcare Investments, LLC The Hospital had provided temporary advances to NJ Healthcare Investments, LLC ( NJHI ) over the past two years to assist in complying with reserve requirements mandated by regulatory agencies as well as providing financing for further product development of health insurance options offered by its wholly-owned subsidiary, CarePoint Health Plans. Total advances provided to NJHI amounted to $5,918,959 and $11,260,601 in 2014 and 2013, respectively. The Hospital and NJHI entered into note receivable agreements which outlined the repayment schedule and interest charged on the outstanding advances provided to NJHI over the past 2 years. On July 22, 2014, NJHI repaid the Hospital all outstanding advance amounts and unpaid accrued interest. The Hospital has not entered into any transactions with unconsolidated entities whereby they have financial guarantees, subordinated retained interests, derivative instruments, or other contingent arrangements that expose them to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity in which the Hospital provides financing and liquidity support, market risk, or credit risk support. 17

19 Notes to Consolidated Financial Statements 13. Commitments and Contingencies The healthcare industry is subject to numerous laws and regulations of federal, state, and local governments. Compliance with these laws and regulations is subject to future government review and interpretation as well as regulatory actions unknown or unasserted at this time. Government activity continues to increase with respect to investigations and allegations concerning possible violations by healthcare providers of fraud and abuse statutes and regulations, which would result in the imposition of significant fines and penalties as well as significant repayments for patient service previously billed. Even if the Hospital were to ultimately prevail, a significant governmental inquiry or action under one of the above laws, regulations or rules could have a material adverse impact on it. The Hospital is involved in various other claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Hospital s financial position, results of operations, or liquidity. 14. Subsequent Events The Hospital has performed subsequent events procedures through April 30, 2015, which is the date the consolidated financial statements were available to be issued. There were no other subsequent events requiring adjustment to the consolidated financial statements or disclosures as stated herein. 18

20 Supplementary Information

21 Consolidating Balance Sheet December 31, 2014 Hospital Bayonne RadOnc PSC Eliminations Total Assets Current: Cash and cash equivalents $ 14,480,361 $ 68,864 $ 37,391 $ - $ 14,586,616 Net patient accounts receivable 40,944,742 1,019,521 64,653-42,028,916 Other receivable 24,545, (150,000) 24,395,221 Due from related party 2,319, (2,319,739) - Other assets 5,260,743-75,897-5,336,640 Total Current Assets 87,550,806 1,088, ,941 (2,469,739) 86,347,393 Restricted Cash 5,984, ,984,713 Estimated Malpractice Recoveries 434, ,484 Other Receivables, Less Current Portion 16,603, ,603,119 Investment in Unconsolidated Affiliates 3,374,933-1,334,896-4,709,829 Property, Plant and Equipment, Net 73,355,168 1,127, ,095-75,041,403 Total Assets $187,303,223 $ 2,215,525 $2,071,932 $(2,469,739) $189,120,941 Liabilities and Members Equity Current: Accounts payable $ 13,362,150 $ - $ 783,669 $ - 14,145,819 Accrued compensation and other accrued expenses 8,023, ,023,560 Lines of credit 16,023, ,000-16,323,423 Other current liabilities 2,675,700 2,319, ,000 (2,469,739) 3,125,700 Current portion of capital lease and longterm debt 6,611, , ,837 7,638,291 Total Current Liabilities 46,696,003 2,996,023 2,034,506 (2,469,739) 49,256,793 Due to Third Party, Less Current Portion 4,016, ,016,620 Estimated Malpractice Liability 1,868, ,868,484 Capital Lease Payable, Less Current Portion 53,406, , ,856,895 Long-Term Debt, Less Current Portion , ,000 Total Liabilities 105,987,146 3,446,879 2,984,506 (2,469,739) 109,948,792 Commitments and Contingencies Members Equity 81,316,077 (1,231,354) (912,574) - 79,172,149 Total Liabilities and Members Equity $187,303,223 $ 2,215,525 $2,071,932 $(2,469,739) $189,120,941 19

22 Consolidating Statement of Income Year ended December 31, 2014 Hospital Bayonne RadOnc PSC Eliminations Total Revenues: Net patient service revenue $178,216,345 $3,922,831 $1,540,706 $- $183,679,882 Charity care subsidy 2,972, ,972,415 Other revenue 5,390, ,390,991 Total Revenues 186,579,751 3,922,831 1,540, ,043,288 Costs and Expenses: Salaries and wages 54,387, ,919-55,179,491 Fringe benefits 11,083, ,083,133 Supplies and other expenses 99,998,185 4,326,777 1,194, ,519,868 Total Expenses 165,468,890 4,326,777 1,986, ,782,492 Income From Operations Before Interest Expense, Depreciation and Equity in Earnings Of Unconsolidated Affiliates 21,110,861 (403,946) (446,119) - 20,260,796 Interest Expense 6,304,281 20,916 46,332-6,371,529 Depreciation Expense 12,668, , ,142-13,610,623 Income Before Equity in Earnings of Unconsolidated Affiliates 2,138,383 (1,101,146) (758,593) - 278,644 Equity in Earnings of Unconsolidated Affiliates 2,219, , ,883,158 Net Income $ 4,358,205 $ (437,810) $ (758,593) $- $ 3,161,802 20

23 Consolidating Statement of Members Equity Year ended December 31, 2014 Hospital Bayonne RadOnc PSC Total Members Equity at December 31, 2012 $69,469,853 $ (719,168) $ - $68,750,685 Net income (loss) 7,488,019 (74,376) (153,981) 7,259,662 Members Equity at December 31, ,957,872 (793,544) (153,981) 76,010,347 Net income (loss) 4,358,205 (437,810) (758,593) 3,161,802 Members Equity at December 31, 2014 $81,316,077 $(1,231,354) $(912,574) $79,172,149 21

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