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Exhibit 99.3
THE MEDICAL CENTER OF SOUTHEAST TEXAS, LP
FINANCIAL STATEMENTS
CONTENTS
Condensed Balance Sheets at March 31, 2004 (Unaudited) and September 30, 2003.................... 2
Condensed Statements of Operations for the Three and Six Months Ended March 31, 2004 and 2003
(Unaudited)..................................................................................... 3
Condensed Statements of Cash Flows for the Six Months Ended March 31, 2004 and 2003
(Unaudited)..................................................................................... 4
Notes to Unaudited Condensed Financial Statements................................................ 5
THE MEDICAL CENTER OF SOUTHEAST TEXAS, LP
CONDENSED BALANCE SHEETS
(IN THOUSANDS, EXCEPT UNIT AMOUNTS)
(UNAUDITED)
MARCH 31, SEPTEMBER 30,
2004 2003
------------ -------------
ASSETS
Current assets:
Cash.................................................. $ 987 $ -
Accounts receivable net of allowance for doubtful
accounts of $9,950 and $5,780, respectively......... 14,165 13,996
Inventories........................................... 3,418 3,559
Prepaid expenses and other current assets............. 1,995 1,330
------------ -------------
Total current assets................................ 20,565 18,885
Property and equipment, net.............................. 32,988 25,180
Due from affiliate....................................... 19,942 26,298
Other assets, net........................................ 585 1,025
------------ -------------
Total assets........................................ $ 74,080 $ 71,388
============ =============
LIABILITIES AND PARTNER'S CAPITAL
Current liabilities:
Accounts payable...................................... $ 3,349 $ 3,589
Salaries and benefits payable......................... 2,704 2,821
Accrued expenses and other current liabilities........ 310 1,565
Current portion of capital lease obligations.......... 754 162
Current portion of debt allocated from IASIS.......... 414
------------ -------------
Total current liabilities........................... 7,117 8,551
Debt allocated from IASIS................................ 22,122 22,349
Capital lease obligations................................ 1,150 1,457
Redeemable limited partnership units - $25,000 per unit;
1,833 units issued and outstanding at March 31, 2004
and September 30, 2003................................ 43,433 38,820
Partner's capital:
General partner's ownership interest at March 31, 2004
and September 30, 2003.............................. 258 211
------------ -------------
Total liabilities and partner's capital............. $ 74,080 $ 71,388
============ =============
See accompanying notes
2
THE MEDICAL CENTER OF SOUTHEAST TEXAS, LP
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
THREE MONTHS ENDED MARCH 31, SIX MONTHS ENDED MARCH 31,
----------------------------- ---------------------------
2004 2003 2004 2003
------------ ------------ ----------- -------------
(PREDECESSOR (PREDECESSOR
-- SEE NOTE 1) -- SEE NOTE 1)
Net acute care revenue................................. $ 29,213 $ 25,576 $ 57,171 $ 49,466
Costs and expenses:
Salaries and benefits............................... 9,800 9,033 19,507 17,414
Supplies............................................ 4,041 3,674 8,192 7,109
Other operating expenses............................ 5,799 4,741 11,577 9,491
Provision for bad debts............................. 3,350 2,440 6,303 5,242
Interest, net....................................... (313) 3,258 450 6,516
Depreciation and amortization....................... 957 1,106 1,850 2,183
Management fees..................................... 656 1,170 1,285 2,261
------------ ------------ ----------- -------------
Total costs and expenses.......................... 24,290 25,422 49,164 50,216
------------ ------------ ----------- -------------
Income (loss) from operations before income taxes...... 4,923 154 8,007 (750)
Income tax benefit..................................... - - - (28)
------------ ------------ ----------- -------------
Net income (loss)...................................... $ 4,923 $ 154 $ 8,007 $ (722)
============ ============ =========== =============
Net income attributable to general partner............. $ 49 $ 80
============ ===========
Net income attributable to limited partners............ $ 4,874 $ 7,927
============ ===========
Net income per limited partnership unit................ $ 2,652.95 $ 4,314.89
============ ===========
See accompanying notes
3
THE MEDICAL CENTER OF SOUTHEAST TEXAS, LP
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
PREDECESSOR (SEE NOTE 1)
------------------------
SIX MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
2004 2003
---------------- ------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)........................................ $ 8,007 $ (722)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization......................... 1,850 2,183
Changes in operating assets and liabilities:
Accounts receivable................................. (169) 1,141
Inventories, prepaid expenses and other current
assets............................................ (524) 667
Accounts payable, salaries and benefits payable,
accrued expenses and other current liabilities.... (1,612) 2,174
---------------- ------------------------
Net cash provided by operating activities....... 7,552 5,443
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment, net................. (9,658) (3,298)
Change in other assets................................... 439 (293)
---------------- ------------------------
Net cash used in investing activities........... (9,219) (3,591)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of debt and capital lease obligations............ (355) -
Change in due to/from affiliate, net..................... 3,362 (494)
Distribution of minority interests....................... (353) -
---------------- ------------------------
Net cash provided by (used in) financing
activities................................... 2,654 (494)
---------------- ------------------------
Change in cash........................................... 987 1,358
Cash at beginning of period.............................. - (1,358)
---------------- ------------------------
Cash at end of period.................................... $ 987 $ -
================ ========================
See accompanying notes
4
THE MEDICAL CENTER OF SOUTHEAST TEXAS, LP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Medical Center of Southeast Texas, LP (the "Partnership") was formed on May
22, 2003 to own, manage and operate Mid-Jefferson Hospital in Nederland, Texas
and Park Place Medical Center in Port Arthur, Texas. Mid-Jefferson Hospital
operates 108 acute care beds and Park Place Hospital operates 143 acute care
beds. The Partnership has begun construction of a new 210-bed hospital in Port
Arthur, Texas. Upon completion of construction, the operations of Mid-Jefferson
Hospital and Park Place Medical Center will be consolidated into the new
hospital. The Partnership's approximately 1% general partner is IASIS Healthcare
Holdings, Inc., which is a wholly-owned subsidiary of IASIS Healthcare
Corporation ("IASIS"). IASIS is a for-profit hospital management company that
owned and operated 15 acute care hospitals and one behavioral health hospital in
five states at March 31, 2004. IASIS also has an ownership interest in three
ambulatory surgery centers and owns and operates a Medicaid managed health plan
in Phoenix.
On August 1, 2003, the Partnership sold 206 redeemable limited partner units in
the Partnership in a private placement offering. Prior to this transaction,
Beaumont Hospital Holdings, Inc., a wholly-owned subsidiary of IASIS, owned and
operated Mid-Jefferson Hospital and Park Place Medical Center. In connection
with this transaction, Beaumont Hospital Holdings, Inc. contributed certain of
its assets to the Partnership in exchange for 1,627 redeemable limited partner
units. Beaumont Hospital Holdings, Inc. currently owns an 88.0% interest in the
Partnership.
The financial statements for all periods prior to August 1, 2003 reflect the
financial position, result of operations and cash flows of Beaumont Hospital
Holdings, Inc., the Partnership's predecessor entity (the "Predecessor"). The
financial statements for all periods subsequent to August 1, 2003, reflect the
financial position, results of operations and cash flows for the Hospital as
operated by the Partnership. Unless stated otherwise as the Predecessor or the
Partnership, all references to the Hospital include the operations of both the
Predecessor and the Partnership.
Subject to certain exceptions, the Partnership's Limited Partnership Agreement
(the "Partnership Agreement') provides that income, losses and distributions
will be shared pro rata among the partners.
The unaudited condensed financial statements include the accounts of the
Partnership and have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial reporting and in
accordance with Rule 10-01 of Regulation S-X. Accordingly, they do not include
all of the information and notes required by accounting principles generally
accepted in the United States for complete financial statements. The balance
sheet at September 30, 2003 has been derived from the audited financial
statements at that date but does not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. For further information, refer to the
financial statements and footnotes thereto included in the Partnership's Annual
Report on Form 10-K for the fiscal year ended September 30, 2003.
In the opinion of management, the accompanying unaudited condensed financial
statements contain all material adjustments (consisting of normal recurring
items) necessary for a fair presentation of results for the interim periods
presented. The results of operations for any interim period are not necessarily
indicative of results for the full year.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the accompanying financial
statements and notes. Actual results could differ from those estimates.
2. DEBT ALLOCATED FROM IASIS
The Predecessor is party to a promissory note with IASIS (the "Note") in the
amount of $100,240,000. Under provisions of the Note, interest of 13% per annum
is due and payable on October 1, of each year until October 1, 2004, at which
time the entire outstanding principal balance, together with all accrued and
unpaid interest, shall be immediately due and payable in full. The Note may be
prepaid in whole or in part without premium or penalty and
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THE MEDICAL CENTER OF SOUTHEAST TEXAS, LP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
may be reborrowed up to the stated principal amount. The Predecessor remains
obligated to IASIS under the Note, while the Partnership has no obligation to
IASIS or the Predecessor under the Note.
In connection with its initial capitalization on August 1, 2003, the Partnership
entered into a new promissory note (the "New Note") with the Predecessor in the
amount of $22,834,000. The New Note is a three-year note bearing interest at
9.3% per annum on a twenty-year amortization schedule.
3. CONTINGENCIES
NET REVENUE
The calculation of appropriate payments from the Medicare and Medicaid programs
as well as terms governing agreements with other third-party payors are complex
and subject to interpretation. Final determination of amounts earned under the
Medicare and Medicaid programs often occurs subsequent to the year in which
services are rendered because of audits by the programs, rights of appeal and
the application of numerous technical provisions. As a result, there is at least
a reasonable possibility that recorded estimates will change by a material
amount in the near term. In the opinion of management, adequate provision has
been made for adjustments that may result from such routine audits and appeals.
PROFESSIONAL, GENERAL AND WORKERS' COMPENSATION LIABILITY RISKS
IASIS, on behalf of the Partnership, maintains general and professional
liability insurance as well as workers' compensation insurance in excess of
self-insured retentions through a commercial insurance carrier in amounts that
IASIS believes to be sufficient for the Partnership, although, potentially, some
claims may exceed the scope of coverage in effect. The cost of general and
professional liability and workers' compensation coverage including the full
self-insured retention exposure is allocated by IASIS to the Partnership based
upon adjusted patient days. IASIS maintains reserves for general and
professional liability and workers' compensation. Accordingly, no reserve for
liability risks is recorded on the accompanying condensed balance sheets. The
Partnership is currently not a party to any such proceedings that, in the
Partnership's opinion, would have a material adverse effect on its business,
financial condition or results of operations.
The Partnership participates in a self-insured program for health insurance
administered by IASIS. IASIS allocates costs of the program based upon the
number of program participants employed by the Partnership.
NEW HOSPITAL CONSTRUCTION
Pursuant to the Partnership Agreement, the Partnership has agreed to assume the
debt incurred to construct the new 210-bed hospital from a wholly owned
subsidiary of IASIS. The estimated debt to be assumed will approximate $68.0
million upon completion of construction of the new hospital. At March 31, 2004,
the Partnership's estimated cost to complete the new hospital construction
project equaled $77.0 million.
OTHER
The Partnership is subject to claims and legal actions arising in the ordinary
course of business. The Partnership is currently not a party to any such
proceedings that, in the Partnership's opinion, would have a material adverse
effect on its business, financial condition or results of operations.
The Partnership's assets and equity interests are pledged as a full and
unconditional guarantee of certain debt of IASIS, which totaled approximately
$651.1 million at March 31, 2004.
In order to recruit and retain physicians to the communities it serves, the
Partnership has committed to provide certain financial assistance in the form of
recruiting agreements with various physicians. Amounts advanced under the
recruiting agreements are generally forgiven pro rata over a period of 24 months
after one year of completed service and contingent upon the physician continuing
to practice in the respective community. The amounts advanced and not repaid, in
management's opinion, will not have a material adverse effect on the
Partnership's financial condition or results of operations.
6
THE MEDICAL CENTER OF SOUTHEAST TEXAS, LP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(CONTINUED)
4. INCOME TAXES
The Predecessor operated as a taxable corporation, whereas the Partnership is a
nontaxable entity. No provision for income taxes has been reflected in the
accompanying condensed financial statements for the Partnership, because the tax
effect of the Partnership's activities accrues to the individual partners for
all periods subsequent to July 31, 2003.
The Partnership does not maintain deferred tax assets or liabilities subsequent
to July 31, 2003, because the tax effect of its operations accrues directly to
the individual partners. The Predecessor's net deferred tax asset at July 31,
2003 was eliminated through a reduction to income tax benefit.
The Partnership's tax return and the amounts of distributable Partnership income
or loss are subject to examination by the federal and state taxing authorities.
In the event of an examination of the Partnership's tax return, the tax
liability of the partners could be changed if any adjustment to the Partnership
taxable income or loss is ultimately sustained by the taxing authorities.
7