rdd Doc 394 Filed 09/06/17 Entered 09/06/17 16:58:29 Main Document Pg 1 of 12 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

Transcription

1 Pg 1 of 12 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) 21st CENTURY ONCOLOGY HOLDINGS, INC., et al., 1 ) Case No (RDD) ) Debtors. ) (Jointly Administered) ) RULE PERIODIC REPORT REGARDING VALUE, OPERATIONS AND PROFITABILITY OF ENTITIES IN WHICH THE ESTATE HOLDS A SUBSTANTIAL OR CONTROLLING INTEREST The above-captioned debtors and debtors in possession (the Debtors ) hereby file this report as of June 30, 2017 on the value, operations and profitability of those entities in which one or more of the Debtors hold a substantial or controlling interest, as required by Bankruptcy Rule One or more of the Debtors directly or indirectly hold a substantial or controlling interest in the entities listed on Exhibit A attached hereto. This periodic report (the Periodic Report ) contains reports on the value, operations, and profitability of the entities listed above. Basis of Presentation. The financial statements contained herein include the results of those entities in which the Debtors hold a direct or indirect substantial and controlling interest. The Financial Statements are unaudited, limited in scope and do not fully comply with generally accepted accounting principles in the United States of America ( U.S. GAAP ). The financial statements have been derived from the books and records of the Company, which are maintained in accordance with U.S. GAAP, but the information has not been subject to all the procedures that would typically be applied to financial information presented in accordance with U.S. GAAP, and upon such application of such procedures, the Debtors believe that the financial information could be subject to changes and these changes could be material. Although management made reasonable efforts to ensure that the financial information is accurate and complete based on information that was available to them at the time of preparation, subsequent information or discovery may result in material changes to the information. Nothing contained in this Periodic Report shall constitute a waiver of any rights of the Debtors, including the Debtors right to amend the information contained herein. 1 Each of the Debtors in the above-captioned jointly administered chapter 11 cases and their respective tax identification numbers are set forth in the Order Directing Joint Administration of Chapter 11 Cases [Docket No. 30]. The location of 21st Century Oncology Holdings, Inc. s corporate headquarters and the Debtors service address is: 2270 Colonial Boulevard, Fort Myers, Florida

2 Pg 2 of 12 The results of operations contained herein are not necessarily indicative of results that are expected from any other period and may not necessarily reflect the combined results of operations, financial position and cash flows of the non-debtors in the future. The information contained herein is provided to fulfill the requirements of Bankruptcy Rule Exhibit B contain balance sheets as of June 30, 2017 and statements of income (loss) for the six months ended June 30, 2017, the period covered by the Periodic Report. Statements of cash flow and statements of changes in stockholders or partners equity were not provided for each entity as such statements are not prepared for all entities. System and resource constraints preclude the Debtors from preparing these statements at the entity level; therefore, these statements have been excluded from this report. Market valuations of the non-debtors have not been included as obtaining such resources would be prohibitively expensive, unduly burdensome, and an inefficient use of estate resources to obtain current market value valuations of the non-debtors; therefore, the net book value of the assets as of June 30, 2017 of these entities is the basis for the valuation. Reservation of Rights. Nothing contained in this Periodic Report shall constitute a waiver or admission by the Debtors in any respect, nor shall this Periodic Report or any information set forth herein waive or release any of the Debtors rights or admission with respect to their chapter 11 cases, or their estates, including with respect to, among other things, matters involving objections to claims, substantive consolidation, equitable subordination, defenses, characterization or re-characterization of contracts, assumption or rejection of contracts under the Bankruptcy Code, and/or causes of action under the provisions of chapter 5 of the Bankruptcy Code or any other relevant applicable laws to recover assets or avoid transfers. The Debtors are reviewing the assets and liabilities of their affiliates on an ongoing basis, including without limitation with respect to intercompany claims and obligations, and nothing contained in this Periodic Report shall constitute a waiver of any of the Debtors or their affiliates rights with respect to such assets, liabilities, claims and obligations that may exist. 2

3 Pg 3 of 12 THIS REPORT MUST BE SIGNED BY A REPRESENTATIVE OF THE TRUSTEE OR DEBTOR IN POSSESSION. The undersigned, having reviewed the above listing of entities in which the Debtor holds a substantial or controlling interest, and being familiar with the Debtor s financial affairs, verifies under the penalty of perjury that the listing is complete, accurate and truthful to the best of his/her knowledge. Dated: September 6, ST CENTURY ONCOLOGY HOLDINGS, INC. on behalf of itself and all other Debtors /s/ Paul Rundell Paul Rundell Interim Chief Executive Officer 21st Century Oncology Holdings, Inc Colonial Boulevard Fort Myers, Florida 33907

4 Pg 4 of 12 Exhibit A

5 Pg 5 of 12 Entity % Interest Description Northwest Cancer Care Management Company, 80% Joint venture with Northwest Cancer Clinic SFRO WRMC, 50% Joint venture with Wellington Regional Medical Center Northwest Baltimore Radiation Therapy Regional Center, 100% Former operating entity; currently dormant Ambergris, 60% Joint venture with City Hospital 21st Century Oncology - CHW 57% Joint venture with Dignity Health 21st Century Oncology of EL Segundo, 77% Joint venture with multiple parties Bluegrass Regional Cancer Center, LLP 90% Joint venture with Kentucky One, 21st Century Oncology and Our Lady of Lourdes Management Company, 70% Joint venture with Health Management Services Central Massachusetts Comprehensive Cancer Center, 73% Joint venture with Harrington and University of Massachusetts Southern New England Regional Cancer Center, 60% Joint venture with Prospect and Care of New England South County Radiation Therapy, 65% Joint venture with South County Hospital Roger Williams Radiation Therapy, 60% Joint venture with Prospect and Care of New England Cancer Treatment Services Arizona, 55% Joint venture with multiple parties Simi Valley Cancer Center Management, 50% Joint venture with Simi Valley Hospital and Healthcare Services, Inc. Sonora Radiation Oncology, 50% Joint venture with Radiotherapy ; currently dormant FROG OnCure Southside, 50% Former operating entity; currently dormant Santa Maria Radiation, 50% Holding company Memorial Southside Cancer Center, 50% Joint venture with Ninth City Landowners Greenbelt Urology Institute, 45% Joint venture Medical Developers Cooperatief, U.A. 99% Holding company

6 Pg 6 of 12 Exhibit B

7 Pg 7 of 12 Balance Sheet as of 6/30/2017 $ in '000s ASSETS Northwest Cancer Care Management Company, SFRO WRMC, Northwest Baltimore Radiation Therapy Regional Center, Ambergris, 21st Century Oncology - CHW 21st Century Oncology of EL Segundo, CASH $ 2,343 $ 4 $ 5 $ 225 $ 587 $ 32 ACCOUNTS RECEIVABLE (8,665) - (86) 593 (2,921) (88) PREPAID EXPENSES INVENTORY DEFERRED INCOME TAXES DUE FROM AFFILIATES (290) (2,235) (1,187) 409 (195) (729) OTHER CURRENT ASSETS TOTAL CURRENT ASSETS $ (6,578) $ (2,231) $ (1,268) $ 1,241 $ (2,509) $ (769) INVESTMENTS PROP, PLANT & EQUIPMENT, NET 2, , GOODWILL, NET 17,790 4,112 16,458 - INTANGIBLE ASSETS, NET 1, DEFERRED INCOME TAXES OTHER ASSETS TOTAL ASSETS $ 14,996 $ 1,880 $ (1,268) $ 1,917 $ 16,200 $ 45 ====================== ====================== ====================== ====================== ====================== ====================== LIABILITIES & EQUITY CURRENT LIABILITIES ACCOUNTS PAYABLE ACCRUED EXPENSES INCOME TAXES - CURRENT DEFERRED INCOME TAXES-CURRENT OTHER CURRENT LIABILITIES TOTAL CURRENT LIABILITIES $ 21 $ 104 $ 1 $ 40 $ 61 $ 10 LONG-TERM LIABILITIES OTHER LONG TERM LIABILITIES DEFERRED INCOME TAXES NONCONTROLLING INTERESTS - REDEEMABLE TTL LONG TERM LIABILITIES $ 202 $ - $ - $ 4 $ 13 $ - TOTAL LIABILITIES $ 223 $ 104 $ 1 $ 45 $ 74 $ 10 INTERCO ITEMS (9,277) 271 (6,958) (1,320) TOTAL LIABILITIES & INTERCO ITEMS $ (9,054) $ 104 $ 1 $ 316 $ (6,884) $ (1,310) PAID IN CAPITAL 19,160-1, ,156 2,675 RETAINED EARNINGS 935 (766) (2,619) (1,484) SUB-TOTAL EQUITY 20,095 (766) (1,269) 1,138 14,374 1,191 NON CONTROLLING INTEREST 3,956 2, , TOTAL SHAREHOLDER'S EQUITY $ 24,050 $ 1,777 $ (1,269) $ 1,601 $ 23,084 $ 1,356 TOTAL LIABILITIES & EQUITY $ 14,996 $ 1,880 $ (1,268) $ 1,917 $ 16,200 $ 45

8 Pg 8 of 12 Balance Sheet as of 6/30/2017 $ in '000s ASSETS CASH ACCOUNTS RECEIVABLE PREPAID EXPENSES INVENTORY DEFERRED INCOME TAXES DUE FROM AFFILIATES OTHER CURRENT ASSETS TOTAL CURRENT ASSETS INVESTMENTS PROP, PLANT & EQUIPMENT, NET GOODWILL, NET INTANGIBLE ASSETS, NET DEFERRED INCOME TAXES OTHER ASSETS TOTAL ASSETS LIABILITIES & EQUITY CURRENT LIABILITIES ACCOUNTS PAYABLE ACCRUED EXPENSES INCOME TAXES - CURRENT DEFERRED INCOME TAXES-CURRENT OTHER CURRENT LIABILITIES TOTAL CURRENT LIABILITIES LONG-TERM LIABILITIES OTHER LONG TERM LIABILITIES DEFERRED INCOME TAXES NONCONTROLLING INTERESTS - REDEEMABLE TTL LONG TERM LIABILITIES TOTAL LIABILITIES INTERCO ITEMS TOTAL LIABILITIES & INTERCO ITEMS PAID IN CAPITAL RETAINED EARNINGS SUB-TOTAL EQUITY NON CONTROLLING INTEREST TOTAL SHAREHOLDER'S EQUITY TOTAL LIABILITIES & EQUITY Bluegrass Regional Cancer Center, LLP 21st Century Oncology and Our Lady of Lourdes Management Company, Central Massachusetts Comprehensive Cancer Center, Southern New England Regional Cancer Center, South County Radiation Therapy, Roger Williams Radiation Therapy, $ 460 $ 30 $ 376 $ 442 $ 383 $ 1, (230) (825) (247) (601) (356) (542) - 2 $ 659 $ (740) $ 1,138 $ 545 $ 367 $ 1,562 1, ,932 1,674 3, , ,623 1,602 $ 2,151 $ (45) $ 2,214 $ 10,884 $ 4,722 $ 7,094 ====================== ====================== ====================== ====================== ====================== ====================== (33) - (46) (115) $ 24 $ 14 $ 354 $ 140 $ (26) $ ,430 $ 90 $ 1,484 $ 770 $ 132 $ 487 $ 263 $ 114 $ 1,499 $ 1,124 $ 271 $ 461 $ $ 268 $ 1,499 $ 1,298 $ 417 $ 650 $ 645 3, ,511 8,429 5,240 6,051 (2,171) (1,770) (1,895) (1,954) (2,306) (1,685) 1,715 (1,113) 616 6,475 2,935 4, (431) 300 3,991 1,138 2,082 $ 1,883 $ (1,544) $ 917 $ 10,466 $ 4,072 $ 6,448 $ 2,151 $ (45) $ 2,214 $ 10,884 $ 4,722 $ 7,094

9 Pg 9 of 12 Balance Sheet as of 6/30/2017 $ in '000s ASSETS CASH ACCOUNTS RECEIVABLE PREPAID EXPENSES INVENTORY DEFERRED INCOME TAXES DUE FROM AFFILIATES OTHER CURRENT ASSETS TOTAL CURRENT ASSETS INVESTMENTS PROP, PLANT & EQUIPMENT, NET GOODWILL, NET INTANGIBLE ASSETS, NET DEFERRED INCOME TAXES OTHER ASSETS TOTAL ASSETS LIABILITIES & EQUITY CURRENT LIABILITIES ACCOUNTS PAYABLE ACCRUED EXPENSES INCOME TAXES - CURRENT DEFERRED INCOME TAXES-CURRENT OTHER CURRENT LIABILITIES TOTAL CURRENT LIABILITIES LONG-TERM LIABILITIES OTHER LONG TERM LIABILITIES DEFERRED INCOME TAXES NONCONTROLLING INTERESTS - REDEEMABLE TTL LONG TERM LIABILITIES TOTAL LIABILITIES INTERCO ITEMS TOTAL LIABILITIES & INTERCO ITEMS PAID IN CAPITAL RETAINED EARNINGS SUB-TOTAL EQUITY NON CONTROLLING INTEREST TOTAL SHAREHOLDER'S EQUITY TOTAL LIABILITIES & EQUITY Cancer Treatment Services Arizona, Simi Valley Cancer Center Management, Sonora Radiation Oncology, Medical Developers Cooperatief, U.A. $ 369 $ 179 $ 138 $ 91 1, (0) (708) (4,064) 100 (18) (125) $ (1,738) $ 658 $ 120 $ (742) - 87, ,339 5, (0) - 1, (110) $ 6,337 $ 4,403 $ 120 $ 86,431 ====================== ====================== ====================== ====================== ,384 - (975) 2,800 - $ 3,669 $ 50 $ - $ 3, (35) $ 115 $ 1 $ - $ (35) $ 3,783 $ 51 $ - $ 3,406-2,272-31,891 $ 3,783 $ 2,323 $ - $ 35,297 6,295 1, ,701 (4,249) (232) - (40,567) 2,045 1, , , $ 2,554 $ 2,080 $ 120 $ 51,134 $ 6,337 $ 4,403 $ 120 $ 86,431

10 Pg 10 of 12 YTD Income Statement as of 6/30/2017 $ in '000s Northwest Cancer Care Management Company, SFRO WRMC, Ambergris, 21st Century Oncology - CHW 21st Century Oncology of EL Segundo, Bluegrass Regional Cancer Center, LLP NET PATIENT SERVICE REVENUE FEE FOR SERVICE REVENUE $ - $ - $ 2,179 $ - $ - $ 1,747 FEE FOR SERVICE REVENUE - MSA MODEL OTHER INCOME TOTAL NPS REVENUE $ - $ 747 $ 2,179 $ 72 $ - $ 1,747 EXPENSES COST OF THERAPY SERVICES PHYSICIAN COMPENSATION PHYSICIAN PRACTICE EXPENSE SALARIES & BENEFITS MEDICAL SUPPLIES OCCUPANCY COSTS - RENT DEPRECIATION & AMORTIZATION EHR INCENTIVE INCOME REPAIRS, MAINTENANCE & OTHER TOTAL DIRECT COSTS $ 1,071 $ 755 $ 349 $ 1,350 $ 865 $ 409 CENTER GROSS MARGIN $ (1,071) $ (8) $ 1,830 $ (1,278) $ (865) $ 1,338 GENERAL & ADMIN EXPENSES SALARIES - INDIRECT DEPRECIATION & AMORTIZATION BAD DEBTS 1, (152) - 37 LOSS ON SALE OF REAL ESTATE - (32) OTHER GENERAL & ADMINISTRATIVE TOTAL G & A EXPENSES $ 2,322 $ 1 $ 76 $ 130 $ 142 $ 128 TOTAL OPERATING EXPENSES $ 3,393 $ 755 $ 426 $ 1,479 $ 1,007 $ 538 TOTAL OPERATING INCOME $ (3,393) $ (8) $ 1,753 $ (1,407) $ (1,007) $ 1,209 INTEREST EXPENSE (NET) 10 - GAIN (LOSS) ON ASSET DISPOSAL 43 (1) INTERCOMPANY (INC) EXP ITEMS (3,454) - 1,120 (3,905) (1,029) 1,087 EARNINGS BEFORE TAXES $ 94 $ (8) $ 633 $ 2,497 $ 21 $ 122 INCOME TAX EXPENSE NET INCOME (LOSS) $ 94 $ (8) $ 633 $ 2,497 $ 21 $ 122 ================ ================ ================ ================ ================ ================

11 Pg 11 of 12 YTD Income Statement as of 6/30/2017 $ in '000s NET PATIENT SERVICE REVENUE FEE FOR SERVICE REVENUE FEE FOR SERVICE REVENUE - MSA MODEL OTHER INCOME TOTAL NPS REVENUE EXPENSES COST OF THERAPY SERVICES PHYSICIAN COMPENSATION PHYSICIAN PRACTICE EXPENSE SALARIES & BENEFITS MEDICAL SUPPLIES OCCUPANCY COSTS - RENT DEPRECIATION & AMORTIZATION EHR INCENTIVE INCOME REPAIRS, MAINTENANCE & OTHER TOTAL DIRECT COSTS CENTER GROSS MARGIN GENERAL & ADMIN EXPENSES SALARIES - INDIRECT DEPRECIATION & AMORTIZATION BAD DEBTS LOSS ON SALE OF REAL ESTATE OTHER GENERAL & ADMINISTRATIVE TOTAL G & A EXPENSES TOTAL OPERATING EXPENSES TOTAL OPERATING INCOME INTEREST EXPENSE (NET) GAIN (LOSS) ON ASSET DISPOSAL INTERCOMPANY (INC) EXP ITEMS EARNINGS BEFORE TAXES INCOME TAX EXPENSE NET INCOME (LOSS) 21st Century Oncology and Our Lady of Lourdes Management Company, Central Massachusetts Comprehensive Cancer Center, Southern New England Regional Cancer Center, South County Radiation Therapy, Roger Williams Radiation Therapy, Cancer Treatment Services Arizona, $ - $ 1,523 $ 2,934 $ 2,130 $ 5,175 $ 5, $ 1 $ 1,523 $ 2,960 $ 2,130 $ 5,335 $ 5, (113) 888 1, , (2) (2) $ 694 $ 755 $ 726 $ 171 $ 2,089 $ 5,147 $ (693) $ 767 $ 2,234 $ 1,959 $ 3,246 $ $ 208 $ 426 $ 391 $ 100 $ 816 $ 776 $ 902 $ 1,181 $ 1,117 $ 271 $ 2,905 $ 5,923 $ (901) $ 342 $ 1,843 $ 1,859 $ 2,430 $ (290) (0) (26) - (74) (49) - (225) (0) 28 (0) (5) - (360) 539 1,559 1,024 1, $ (766) $ (172) $ 312 $ 908 $ 1,162 $ (1,129) $ (766) $ (172) $ 312 $ 908 $ 1,162 $ (1,129) ================ ================ ================ ================ ================ ================

12 Pg 12 of 12 YTD Income Statement as of 6/30/2017 $ in '000s NET PATIENT SERVICE REVENUE FEE FOR SERVICE REVENUE FEE FOR SERVICE REVENUE - MSA MODEL OTHER INCOME TOTAL NPS REVENUE EXPENSES COST OF THERAPY SERVICES PHYSICIAN COMPENSATION PHYSICIAN PRACTICE EXPENSE SALARIES & BENEFITS MEDICAL SUPPLIES OCCUPANCY COSTS - RENT DEPRECIATION & AMORTIZATION EHR INCENTIVE INCOME REPAIRS, MAINTENANCE & OTHER TOTAL DIRECT COSTS CENTER GROSS MARGIN GENERAL & ADMIN EXPENSES SALARIES - INDIRECT DEPRECIATION & AMORTIZATION BAD DEBTS LOSS ON SALE OF REAL ESTATE OTHER GENERAL & ADMINISTRATIVE TOTAL G & A EXPENSES TOTAL OPERATING EXPENSES TOTAL OPERATING INCOME INTEREST EXPENSE (NET) GAIN (LOSS) ON ASSET DISPOSAL INTERCOMPANY (INC) EXP ITEMS EARNINGS BEFORE TAXES INCOME TAX EXPENSE NET INCOME (LOSS) Simi Valley Cancer Center Management, Medical Developers Cooperatief, U.A. $ (22) $ - 1,381 - $ 1,360 $ $ 905 $ - $ 455 $ $ 274 $ 36 $ 1,179 $ 36 $ 180 $ (36) $ (65) $ (152) $ (65) $ (152) ================ ================