HILL PHYSICIANS MEDICAL GROUP, INC. AND SUBSIDIARY. Consolidated Financial Statements. December 31, 2014 and 2013

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1 Consolidated Financial Statements (With Independent Auditors Report Thereon)

2 KPMG LLP Suite Second Street San Francisco, CA Independent Auditors Report The Board of Directors Hill Physicians Medical Group, Inc.: We have audited the accompanying consolidated financial statements of Hill Physicians Medical Group, Inc. and subsidiary, which comprise the consolidated balance sheets as of, and the related consolidated statements of operations, comprehensive income, changes in shareholders equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles; 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. Auditors 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 auditors 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. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Hill Physicians Medical Group, Inc. and subsidiary as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended, in accordance with U.S. generally accepted accounting principles. San Francisco, California April 27, 2015 KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative ( KPMG International ), a Swiss entity.

3 Consolidated Balance Sheets (In thousands) Assets Current assets: Cash and cash equivalents $ 43,665 $ 48,670 Marketable securities 53,541 50,896 Accounts receivable: Shared risk and pay for performance 3,637 6,928 Capitation and other receivables 6,811 7,551 Prepaid expenses and other 4,065 2,923 Deferred tax asset 1, Total current assets 113, ,723 Property and equipment, net 36,154 23,277 Goodwill 4,083 Deferred taxes 306 Total assets $ 153,451 $ 141,306 Liabilities and Shareholders Equity Current liabilities: Claims payable $ 27,443 $ 26,521 Supplemental provider payments 16,630 22,751 Accounts payable and accrued liabilities 9,029 4,937 Accrued employee benefit liabilities 7,251 5,800 Deferred tax liability Total current liabilities 60,366 60,022 Deferred rent 868 1,261 Deferred taxes 1,849 2,574 Total liabilities 63,083 63,857 Shareholders equity: Common stock 1 1 Additional paid-in capital Net unrealized gain on marketable securities 127 Retained earnings 87,486 74,436 Total shareholders equity attributable to Hill 87,788 74,876 Noncontrolling interest 2,580 2,573 Total shareholders equity 90,368 77,449 Total liabilities and shareholders equity $ 153,451 $ 141,306 See accompanying notes to consolidated financial statements. 2

4 Consolidated Statements of Operations Years ended (In thousands) Revenue: Health plan capitation revenue $ 460,279 $ 455,155 Health plan and other revenue 48,549 43,182 Investment income 3,437 6,840 Total revenue 512, ,177 Expenses for physician and other contracted services 390, ,298 Gross margin 122, ,879 Administrative and other expenses: Salaries and benefits 64,147 57,829 Physician administrative services 2,378 2,584 Software maintenance and support 10,278 8,865 Other purchased services 12,854 10,366 Rent 2,959 3,274 Depreciation and amortization 5,328 3,761 Other 3,945 2,984 Total administrative and other expenses 101,889 89,663 Net income before provision for income taxes 20,161 21,216 Provision for income taxes (7,007) (7,329) Net income attributable to noncontrolling interest (104) (257) Net income $ 13,050 $ 13,630 See accompanying notes to consolidated financial statements. 3

5 Consolidated Statements of Comprehensive Income Years ended (In thousands) Net income $ 13,050 $ 13,630 Other comprehensive income net of tax: Change in unrealized net loss on marketable securities arising during the period (127) (113) Less reclassification adjustment for net losses included in net income (129) Comprehensive income $ 12,923 $ 13,388 See accompanying notes to consolidated financial statements. 4

6 Consolidated Statements of Changes in Shareholders Equity Years ended (In thousands) Net unrealized Common Stock Additional gain on Total Shares Par paid-in marketable Retained Noncontrolling shareholders Authorized Issued amount capital securities earnings interest equity Balance at December 31, , $ 1 $ 319 $ 369 $ 60,806 $ 2,316 $ 63,811 Comprehensive income: Net income 13,630 13,630 Change in net unrealized gain on marketable securities net of tax (242) (242) Total comprehensive income 13,388 Change in noncontrolling interest Issuance of common stock Repurchase of common stock (11) (8) (8) Balance at December 31, , ,436 2,573 77,449 Comprehensive income: Net income 13,050 13,050 Change in net unrealized gain on marketable securities net of tax (127) (127) Total comprehensive income 12,923 Change in noncontrolling interest 7 7 Issuance of common stock Repurchase of common stock (2) (12) (12) Balance at December 31, , $ 1 $ 301 $ $ 87,486 $ 2,580 $ 90,368 See accompanying notes to consolidated financial statements. 5

7 Consolidated Statements of Cash Flows Years ended (In thousands) Cash flows from operating activities: Net income $ 13,050 $ 13,630 Net change in noncontrolling interest Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,328 3,761 Recognized gain on marketable securities (1,668) (5,486) Deferred taxes (1,105) 1,545 Deferred rent (393) (130) Other (221) Changes in current assets and liabilities: Accounts receivable 4,031 (947) Prepaid expenses and other (1,142) (655) Claims payable 922 1,439 Supplemental provider payments (6,121) 5,767 Accounts payable and accrued liabilities 3,599 1,086 Accrued employee benefit liabilities 1,451 8 Net cash provided by operating activities 17,959 20,054 Cash flows from investing activities: Purchase of stock (4,267) Proceeds from sales of marketable securities 32,598 22,697 Purchases of marketable securities (33,755) (33,406) Purchases of property and equipment (17,529) (15,425) Loans to physicians (29) Repayments of loans to physicians 28 Net cash used in investing activities (22,953) (26,135) Cash flows from financing activities: Issuance of common stock 1 1 Repurchase of common stock (12) (8) Net cash used in financing activities (11) (7) Net decrease in cash and cash equivalents (5,005) (6,088) Cash and cash equivalents beginning of year 48,670 54,758 Cash and cash equivalents end of year $ 43,665 $ 48,670 Supplemental cash flow information: Income taxes paid $ 8,600 $ 6,121 See accompanying notes to consolidated financial statements. 6

8 1. Organization and Purpose Hill Physicians Medical Group, Inc. (Hill Physicians or the Company) is an independent practice association delivering medical care to health plan enrollees. Hill Physicians emphasis is to provide medical care to enrollees under capitated contracts with health maintenance organizations (HMOs). Hill Physicians mission is to control medical cost while delivering quality medical care and a high level of service through effective management and efficient operations. Hill Physicians is owned by 319 physicians and contracts with approximately 3,600 member-physician providers. Hill Physicians has a management services agreement with PriMed Management Consulting Services, Inc. (PriMed), which extends through Under terms of the agreement, PriMed provides strategic direction, contract negotiation, claims processing, utilization review, quality assurance, physician credentialing, accounting, and marketing services. PriMed is compensated based on its cost plus incentives related to revenue growth, operating results, and administrative efficiency. Hill Physicians has an ownership interest in PriMed, which is treated as a variable interest due to the management agreement terms. PriMed has been determined to qualify as a variable interest entity of Hill Physicians as a result of Hill Physicians being the primary beneficiary of PriMed. Accordingly, the financial statements of PriMed are included in the accompanying consolidated financial statements. Hill Physicians owns preferred and common stock in PriMed, which results in a 36% ownership interest. This ownership interest is eliminated in the accompanying consolidated financial statements. The noncontrolling interest represents 64% outside ownership interest in the common and preferred stocks of PriMed. 2. Summary of Significant Accounting Policies Basis of Consolidation The consolidated financial statements include PriMed. Significant intercompany accounts and transactions among consolidated entities have been eliminated. Use of Estimates The preparation of the consolidated 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 amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition Hill Physicians contracts with HMOs to provide physician and other defined medical services for their enrollees. Five HMOs in 2014 and 2013 comprise 92% and 93% of capitation revenue, respectively, with each HMO accounting for between 10% and 35% of capitation revenue in 2014 and between 10% and 34% of capitation revenue in Hill Physicians is paid for the majority of its contracted services on a capitated basis. Capitation revenue is recognized corresponding to the periods in which services are rendered. Hill Physicians is paid for certain 7 (Continued)

9 services on a fee for service basis. These payments are included in health plan and other revenue, and are estimated and recognized in the year in which services are performed. Hill Physicians participates in hospital utilization, pharmacy utilization, and quality incentive programs. Revenue from these programs is recognized when it is estimable and deemed probable of receipt. These programs are subject to periodic settlements based upon information from the HMOs. Cash and Cash Equivalents Cash and cash equivalents comprise cash in bank checking and money market accounts. Marketable Securities Marketable securities consist principally of domestic debt and equity securities. Effective January 1, 2012, the Company adopted the fair value method of accounting for newly purchased marketable securities. Under this method, unrealized gains and losses are recorded in investment income in the accompanying consolidated statements of operations. Marketable securities purchased prior to January 1, 2012 are classified as available-for-sale. Unrealized gains and losses on available-for-sale marketable securities are computed on the basis of specific identification and are included in comprehensive income. Other-than-temporary declines in market value below original cost for available-for-sale securities are charged to investment income and a new basis for the security is established. Realized gains and losses from sales of available-for-sale securities are recorded as investment income. During 2014, the Company sold all of its remaining investment portfolio that was classified as available for sale. Purchase and sales of marketable securities are recorded on a settlement date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Property and Equipment Property and equipment are stated at cost, and the related depreciation is calculated using a methodology that approximates the straight-line method of depreciation using estimated useful lives ranging from three to ten years for furniture and equipment, and application software, and the shorter of the life of the lease or the assets useful life for leasehold improvements. Goodwill In 2014, Hill increased its ownership interest in PriMed by purchasing additional shares of PriMed common and preferred stock. Goodwill was recorded to reflect the excess of the amount paid over the book value of the shares purchased. Goodwill is being amortized on a straight-line basis over ten years. Claims Payable The cost of professional medical services rendered to members through the end of the year, but not yet paid, is accrued as claims payable. A portion of the claims payable represents an estimate of claims incurred but not yet reported. Because of the degree of estimation involved in determining the claims payable liability, the actual amount paid in subsequent periods is likely to differ from the recorded liability. 8 (Continued)

10 Supplemental Provider Payments Supplemental provider payments represent accruals for performance compensation awards to providers that are earned by the providers during a given year but paid in the first quarter of the succeeding year. Comprehensive Income Unrealized gains and losses on the Company s available-for-sale marketable securities net of tax, are included in other comprehensive income. Income Taxes The asset and liability method is used to recognize future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation reserves are recorded if the realizability of deferred tax assets is uncertain. The Company and PriMed file separate Federal and State of California income tax returns. Recent Accounting Pronouncements In January 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No , Intangibles Goodwill and Other (Topic 350): Accounting for Goodwill, which allows a private company to amortize goodwill on a straight-line basis over ten years, or less if the company can demonstrate that a shorter useful life is more appropriate. The pronouncement calls for the company to test goodwill for impairment when a triggering event is identified. The Company adopted this guidance in In December 2014, the FASB issued ASU No , Business Combinations (Topic 805): Accounting for Identifiable Intangible Assets in a Business Combination, which allows private companies to record certain intangible assets that cannot be separately sold or licensed as goodwill rather than as separately identified intangible assets. The Company adopted this guidance in Fair Value of Financial Instruments The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, claims payable, supplemental provider payments, accounts payable and accrued liabilities, and accrued employee benefit liabilities approximate fair value due to the short maturities of these financial instruments. Marketable securities are reported at fair value. The fair values of marketable securities are based on quoted market prices, if available, or are estimated using quoted market prices for similar investments. 9 (Continued)

11 The Company utilizes a three level hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The level of the fair value hierarchy for an asset Class is based on the lowest level input that is significant to the fair value measurement of the asset class. 4. Marketable Securities The following table presents the fair value measurements of investments by level at December 31, 2014 and 2013 (in thousands): Level 1 Level 2 Total Level 1 Level 2 Total Asset class: Fixed income securities: Corporate notes $ $ 2,021 $ 2,021 $ $ 2,365 $ 2,365 Municipal securities 21,102 21,102 12,899 12,899 Master limited partnership Rights and warrants 1 1 Floating rate fund bonds 1,025 1,025 Equity securities: U.S. common stock 17,102 17,102 21,736 21,736 Foreign common stock ,745 2,745 Mutual funds 10,863 10,863 8,480 8,480 Exchange traded funds 1,453 1,453 1,630 1,630 Total $ 30,418 $ 23,123 $ 53,541 $ 34,607 $ 16,289 $ 50,896 Transfers between fair value input levels, if any, are recorded at the end of the reporting period. During the years ended, there were no transfers between Level 1 and Level 2 investments. 10 (Continued)

12 Maturities of marketable debt securities are as follows at December 31 (in thousands): Fair value Fair value Adjusted and carrying Adjusted and carrying cost amount cost amount Marketable debt securities: 0 to 5 years maturity $ 14,184 $ 14,165 $ 6,938 $ 6,926 5 to 10 years maturity 6,176 6,319 8,347 8,444 Over 10 years maturity 2,633 2, Total $ 22,993 $ 23,133 $ 16,231 $ 16,305 Investment income comprises the following for the years ended (in thousands): Dividends $ 870 $ 554 Interest Earnings on money market accounts and other Realized gains from sale of securities 5,234 1,871 Realized losses from sale of securities (832) (913) Unrealized gain (loss) on investments accounted for using the fair value option (2,734) 4,537 Other-than-temporary impairment (9) Total $ 3,437 $ 6,840 Marketable securities in the amount of $0 and $3,512,000, at, respectively, are classified as available-for-sale, and not accounted for under the fair value option. Unrealized gains on these securities of $0 and $180,000 as of, respectively, are recorded net of tax in shareholders equity. Upon determination that the market value of these securities is other than temporarily impaired, adjustments are made to revalue the securities at current fair value and recognize the unrealized loss. As of December 31, 2013, all decreases in the fair value of these securities below original cost were determined to be other-than-temporary. Hill Physicians incurred impairment charges of $0 and $9,000 in 2014 and 2013, respectively, to recognize unrealized losses deemed other-than-temporary. 11 (Continued)

13 5. Property and Equipment Property and equipment consist of the following at (in thousands): Leasehold improvements $ 477 $ 555 Furniture and equipment 12,598 12,288 Application software 27,184 19,458 Technology projects in progress 26,057 16,394 Total 66,316 48,695 Less accumulated depreciation and amortization (30,162) (25,418) Property and equipment net $ 36,154 $ 23, Employee Benefit Plan PriMed offers a 401(k) tax deferred savings plan (the Plan) through The Principal Financial Group under which eligible employees, subject to certain limitations, may elect to have up to 50% of their salary deferred and contributed to the Plan. Employees become eligible to participate in the Plan in the quarter following their hire date. The amount of salary deferred is not subject to federal income tax at the time of deferral. PriMed matches 100% of the employees contributions up to 6.5% of their salary. PriMed contributed $2,421,000 and $2,276,000 to the Plan in 2014 and 2013, respectively. 7. Income Taxes The provision for income taxes consists of the following for the years ended December 31 (in thousands): Current federal taxes $ 6,346 $ 4,433 Current state taxes 1,766 1,351 Deferred (1,105) 1,545 Total $ 7,007 $ 7, (Continued)

14 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are presented below at December 31 (in thousands): Deferred tax assets (liabilities): Vacation accrual $ 1,129 $ 1,010 Depreciation (623) (725) Deferred rent State taxes Tax effect of unrealized gains on securities (1,603) (2,634) Prepaids (510) (777) Accrued payroll 244 Other-than-temporary write-down of securities 28 Capital loss carryovers 1,464 Net operating losses 97 Other 58 Total gross deferred tax asset (liability) (367) (515) Less valuation allowances (1,011) Net deferred tax liability $ (367) $ (1,526) The Company utilized capital loss carryovers of $3,500,000 for federal tax purposes and $3,700,000 for state tax purposes in the year ended December 31, The capital loss carryovers would otherwise have expired through December 31, The Company utilized net operating losses of $175,000 for federal tax purposes and $1,031,000 for state tax purposes during the year ended December 31, The net operating losses would otherwise have expired beginning on December 31, Income tax expense for 2014 differed from the amount computed by applying the U.S. federal tax rate of 35% primarily due to state income taxes, tax-exempt dividends, and interest on the Company s marketable securities, utilization of capital loss carryovers previously fully reserved, changes in the valuation allowance and amortization of goodwill. Income tax expense for 2013 differed from the amount computed by applying the U.S. federal tax rate of 35% primarily due to state income taxes, tax-exempt interest on the Company s marketable securities, utilization of capital loss carryovers previously fully reserved, and changes in the valuation allowance. 13 (Continued)

15 The Company files income tax returns in the U.S. Federal and in the State of California tax jurisdictions. The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for tax years 2011 and forward and under the statute of limitations by the State of California Franchise Tax Board for tax years 2010 and forward. 8. Commitments and Contingencies From time to time, the Company may be a defendant in various actions arising from its healthcare services. No such actions that may have a material adverse effect on the Company s financial position are currently pending. 9. Operating Leases The Company and PriMed have entered into certain operating leases for office space. Rent expense in connection with these leases is recognized on a straight-line basis over the life of the lease. Accrued but unpaid rent is $868,000 and $1,261,000 at, respectively. Future rental commitments, including office leases, are as follows (in thousands): 2015 $ 3, , Thereafter 433 Total $ 8, Subsequent Events The Company has evaluated the subsequent events from the consolidated balance sheet date through April 27, 2015, the date at which the consolidated financial statements were available to be issued, and determined there are no other items to disclose. 14

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