Orion Healthcorp, Inc. (Orion), incorporated on February 24, 1984, is a healthcare services organization providing outsourced business services to physicians. The Company serves the physician market through two subsidiaries: Integrated Physician Solutions, Inc. (IPS) and Medical Billing Services, Inc. (MBS). IPS provides business and management services to general and subspecialty pediatric physician practices. MBS provides billing, collection and practice management services, primarily to hospital-based physicians. As of December 31, 2005, Orion also owned interests as general partner in two ambulatory surgery centers (ASCs), both of which are located in Texas. The Company sold its interest in SurgiCare Memorial Village L.P. (Memorial Village), effective January 31, 2006, and in San Jacinto Surgery Center Ltd. (San Jacinto) effective March 1, 2006. Integrated Physician Solutions IPS provides physician practice management services to general and subspecialty pediatric practices. As of December 31, 2005, IPS managed nine practice sites, representing five medical groups in Illinois and Ohio. IPS provides human resources management, accounting, group purchasing, public relations, marketing, information technology and general day-to-day business operations management services to these medical groups. The physicians, who are all employed by separate corporations, provide all clinical and patient care related services. There is a standard 40-year management service agreement (MSA) between IPS and the various affiliated medical groups whereby a management fee is paid to IPS. IPS owns all of the assets used in the operation of the medical groups. IPS manages the day-to-day business operations of each medical group and provides the assets for the physicians to use in their practice for a fixed fee or percentage of the net operating income of the medical group. All revenues are collected by IPS, the fixed fee or percentage payment to IPS is taken from the net operating income of the medical group and the remainder of the net operating income of the medical group is paid to the physicians and treated as an expense on its financial statements as physician group distribution. Medical Billing Services MBS offers its clients an outsourcing service, which includes practice management and billing and collection services more fully described below, allowing them to avoid the infrastructure investment in their own back-office operations. These services help clients to be financially successful by enabling cash flows and reducing administrative costs and burdens. The Medical Billing Services segment includes the operations of Dennis Cain Physician Solutions, Ltd. (DCPS), which together with IPS, was acquired by the Company on December 15, 2004. MBS provides a range of management services to medical practices. These management services help create medical practice, providing assistance with the business aspects associated with operating a medical practice. Its management services include accounting and bookkeeping services; evaluation of staffing needs; provision of temporary staff services; quality assurance program development; physician credentialing assistance; fee schedule review, specific to locality; formulation of scheduling systems, and training and continuing education programs. MBS provides billing and collection services to its clients. These include coding, reimbursement services, charge entry, claim submission, collection activities and financial reporting services, including Current Procedural Terminology (CPT) and International Classification of Diseases (ICD-9) utilization reviews; charge ticket (superbill) evaluations; fee schedule analyses; reimbursement audits, and training seminars. MBS provides consulting services to assist clients with navigating and interacting with managed care organizations. Some of the managed care consulting services are: establishing the actual ownership of the managed care organization and determining that the entity is financially sound; negotiating the type of reimburs