Attached files
file | filename |
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8-K/A - FORM 8-K/A - HealthSpring, Inc. | c11661e8vkza.htm |
EX-23.1 - EXHIBIT 23.1 - HealthSpring, Inc. | c11661exv23w1.htm |
EX-99.2 - EXHIBIT 99.2 - HealthSpring, Inc. | c11661exv99w2.htm |
EX-99.4 - EXHIBIT 99.4 - HealthSpring, Inc. | c11661exv99w4.htm |
Exhibit 99.3
BRAVO HEALTH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Contents
Condensed Consolidated Balance Sheets as of September 30, 2010 and December 31, 2009 |
2 | |||
Condensed Consolidated Statements of Income for the nine months ended September 30, 2010 and 2009 |
3 | |||
Condensed
Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2009 |
4 | |||
Notes to Condensed Consolidated Financial Statements |
5 | |||
BRAVO HEALTH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(in thousands, except share data)
September 30, | December 31, | ||||||||
2010 | 2009 | ||||||||
(unaudited) | |||||||||
Assets |
|||||||||
Current assets: |
|||||||||
Cash and cash equivalents |
$ | 54,128 | $ | 101,637 | |||||
Investment securities |
1,961 | | |||||||
Accounts receivable, net |
49,553 | 102,257 | |||||||
Funds due for the benefit of members |
25,719 | 15,098 | |||||||
Deferred income taxes |
3,468 | 2,952 | |||||||
Prepaid expenses and other assets |
4,147 | 4,933 | |||||||
Total current assets |
138,976 | 226,877 | |||||||
Restricted investments |
6,252 | 3,602 | |||||||
Investment securities |
234,423 | 91,095 | |||||||
Property and equipment, net |
32,084 | 25,715 | |||||||
Deferred income taxes |
35,060 | 31,839 | |||||||
Intangible assets, net |
27,597 | 47,786 | |||||||
Risk corridor receivable from CMS |
10,646 | 989 | |||||||
Other assets |
883 | 1,345 | |||||||
Total assets |
$ | 485,921 | $ | 429,248 | |||||
Liabilities and Stockholders Equity |
|||||||||
Current liabilities: |
|||||||||
Medical claims liability |
162,038 | 133,108 | |||||||
Funds held for the benefit of members |
50,889 | 11,893 | |||||||
Risk corridor payable to CMS |
653 | | |||||||
Accounts payable and accrued expenses |
42,106 | 39,993 | |||||||
Current portion of debt and capital leases |
1,312 | 1,688 | |||||||
Total current liabilities |
256,998 | 186,682 | |||||||
Long-term debt and capital leases |
50,593 | 87,874 | |||||||
Other long-term liabilities |
311 | 1,127 | |||||||
Total liabilities |
307,902 | 275,683 | |||||||
Stockholders equity: |
|||||||||
Common stock, $.01 par value; 186,500,000
shares authorized; 14,075,000
and 13,875,552 shares issued and
outstanding at September 30, 2010 and
December 31, 2009, respectively |
141 | 139 | |||||||
Convertible preferred stock |
1,241 | 1,241 | |||||||
Additional paid-in capital |
156,662 | 155,669 | |||||||
Accumulated other comprehensive income, net |
2,979 | 715 | |||||||
Retained earnings (accumulated deficit) |
16,996 | (4,199 | ) | ||||||
Total stockholders equity |
178,019 | 153,565 | |||||||
Total liabilities and stockholders equity |
$ | 485,921 | $ | 429,248 | |||||
See accompanying notes to condensed consolidated financial statements.
2
BRAVO HEALTH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share data)
(unaudited)
(in thousands, except share data)
(unaudited)
Nine Months Ended | |||||||||
September 30, | |||||||||
2010 | 2009 | ||||||||
Revenue: |
|||||||||
Premium revenue |
$ | 1,228,693 | $ | 899,415 | |||||
Investment income |
3,625 | 3,369 | |||||||
Total revenue |
1,232,318 | 902,784 | |||||||
Operating expenses |
|||||||||
Medical expense |
1,024,604 | 723,995 | |||||||
Selling, general and
administrative |
141,858 | 112,124 | |||||||
Depreciation and amortization |
25,018 | 30,145 | |||||||
Interest expense |
4,782 | 6,870 | |||||||
Total operating expenses |
1,196,262 | 873,134 | |||||||
Income before income taxes |
36,056 | 29,650 | |||||||
Income tax expense |
(14,861 | ) | (12,478 | ) | |||||
Net income |
$ | 21,195 | $ | 17,172 | |||||
See accompanying notes to condensed consolidated financial statements.
3
BRAVO HEALTH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
(in thousands)
(unaudited)
Nine Months Ended September 30, | ||||||||
2010 | 2009 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 21,195 | $ | 17,172 | ||||
Adjustments to reconcile net income to net
cash provided by operating activities: |
||||||||
Loss on disposal of fixed assets |
| 309 | ||||||
Depreciation and amortization |
25,018 | 29,835 | ||||||
Deferred income tax benefit |
(3,738 | ) | (5,466 | ) | ||||
Non-cash interest expense |
985 | 1,161 | ||||||
Share-based compensation |
975 | 694 | ||||||
Changes in operating assets and liabilities |
70,434 | (41,581 | ) | |||||
Net cash provided by operating activities |
114,869 | 2,124 | ||||||
Cash flows from investing activities: |
||||||||
Purchases of property and equipment |
(11,197 | ) | (5,676 | ) | ||||
Purchases of investments, net |
(143,840 | ) | (7,974 | ) | ||||
Net cash used in investing activities |
(155,037 | ) | (13,650 | ) | ||||
Cash flows from financing activities: |
||||||||
Funds received for the benefit of members,
net |
30,635 | (2,278 | ) | |||||
Proceeds from issuance of stock |
20 | 117 | ||||||
Borrowings under line of credit |
| 8,000 | ||||||
Principal payments on debt and capital leases |
(37,996 | ) | (6,506 | ) | ||||
Net cash used in financing activities |
(7,341 | ) | (667 | ) | ||||
Net decrease in cash |
(47,509 | ) | (12,193 | ) | ||||
Cash and cash equivalents, beginning of period |
101,637 | 97,109 | ||||||
Cash and cash equivalents, end of period |
$ | 54,128 | $ | 84,916 | ||||
Supplemental disclosures: |
||||||||
Cash paid for interest |
$ | 3,799 | $ | 5,923 | ||||
Cash paid for taxes |
$ | 16,930 | $ | 24,540 |
See accompanying notes to condensed consolidated financial statements.
4
BRAVO HEALTH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(unaudited)
(1) Organization and Basis of Presentation
Bravo Health, Inc. (the Company) was incorporated in the State of Delaware in June 1995. The
Companys primary focus is the operation of Medicare Advantage health plans and stand-alone
Medicare prescription drug plans through its wholly owned subsidiaries.
During 2000, the Company established a wholly owned subsidiary, Bravo Health Mid-Atlantic,
Inc. (BHMA). BHMA was granted a license by the Maryland Insurance Administration (MIA) to operate
as a health maintenance organization in the State of Maryland on December 1, 2000, and began
contracting directly with the Centers for Medicare and Medicaid Services (CMS) as a Medicare+
Choice (now Medicare Advantage) health plan effective as of January 1, 2001.
Effective January 1, 2002, the Company entered into a global at-risk capitation agreement in
the Philadelphia, Pennsylvania market with QualMed Plans for Health, Inc., subsequently known as
Health Net of Pennsylvania, Inc. (HNPA), a wholly owned subsidiary of Health Net, Inc. As part of
this agreement, the Company assumed most managed care functions for HNPAs Medicare member
population. This agreement terminated effective December 1, 2002 when Bravo Health Pennsylvania,
Inc. (BHPA) was granted a license on November 25, 2002 by the Pennsylvania Department of Insurance
(PA DOI) to operate as a health maintenance organization in the Commonwealth of Pennsylvania.
Effective December 18, 2002, BHPA began to contract directly with CMS as a Medicare+ Choice (now
Medicare Advantage) health plan.
During 2005, the Company established a wholly owned subsidiary, Bravo Health Texas, Inc.
(BHTX). BHTX was granted a license on April 4, 2005 by the Texas Department of Insurance (TDI) to
operate as a health maintenance organization in the State of Texas. BHTX entered into a contract
with CMS as a Medicare Advantage health plan and in the third quarter of 2005 enrolled its first
members.
During 2006, the Company established a wholly owned subsidiary, Bravo Health Insurance
Company, Inc. (BHIC). BHIC was granted a license to transact the business of life, including health
and annuities, insurance by the Delaware Department of Insurance (DDI) on September 22, 2006, and
enrolled its first members in January 2007. BHIC is presently qualified to do business as a foreign
insurer in several other states.
During 2008, the Company established a wholly owned subsidiary, Bravo Health California, Inc.
(BHCA). BHCA had no operations in 2010. During 2009, the Company established a wholly owned
subsidiary, Managed Care Services, LLC (MCS) to provide administrative services for certain
physician practices that provide or will provide services exclusively for Bravo Health members.
The accompanying unaudited condensed consolidated financial statements reflect the Companys
financial position as of September 30, 2010, the Companys results of operations and cash flows for the nine months ended September
30, 2010 and 2009. Certain 2009 amounts, including CMS subsidy
amounts on the Company's balance sheets in funds due for the benefit
of members and risk corridor payables to CMS, have been reclassified to conform to the 2010
presentation.
The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with U.S. generally accepted accounting principles (GAAP) for interim financial
information. Accordingly, certain information and footnote disclosures normally included in
complete financial statements prepared in accordance with GAAP have been condensed or omitted
pursuant to the rules and regulations applicable to interim financial statements. In the opinion of
management, the accompanying unaudited condensed consolidated financial statements reflect all
adjustments (including normally recurring accruals) necessary to present fairly the Companys
financial position at September 30, 2010, its results of operations and its cash flows for the nine months ended September 30, 2010
and 2009. The accompanying
financial statements should be read in conjunction with the Companys audited consolidated
financial statements as of and for the year ended December 31,
2009 incorporated by reference within this document.
The preparation of condensed consolidated financial statements in conformity with accounting
principles generally accepted in the United States requires management to make estimates and
assumptions. The estimates and assumptions affect the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities as of the date of the financial statements and
the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from
those estimates.
5
BRAVO HEALTH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(unaudited)
(2) Recently Adopted Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board (FASB) issued new guidance for
determining whether an entity is a variable interest entity (VIE) and requires an enterprise to
perform an analysis to determine whether the enterprises variable interest or interests give it a
controlling financial interest in a VIE. The guidance requires an enterprise to assess whether it
has an implicit financial responsibility to ensure that a VIE operates as designed when determining
whether it has power to direct the activities of the VIE that most significantly impact the
entitys economic performance. The guidance also requires ongoing assessments of whether an
enterprise is the primary beneficiary of a VIE, requires enhanced disclosures, and eliminates the
scope exclusion for qualifying special-purpose entities. The adoption of the new guidance on
January 1, 2010 did not have a material impact on the Companys financial statements.
Effective January 1, 2010, the Company adopted the FASBs updated guidance related to fair
value measurements and disclosures, which requires a reporting entity to disclose separately the
amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and to
describe the reasons for the transfers. In addition, in the reconciliation for fair value
measurements using significant unobservable inputs, or Level 3, a reporting entity should disclose
separately information about purchases, sales, issuances and settlements. The updated guidance also
requires that an entity should provide fair value measurement disclosures for each class of assets
and liabilities and disclosures about the valuation techniques and inputs used to measure fair
value for both recurring and non-recurring fair value measurements for Level 2 and Level 3 fair
value measurements. The guidance is effective for interim or annual financial reporting periods
beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and
settlements in the roll forward activity in Level 3 fair value measurements, which are effective
for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal
years. Therefore, the Company has not yet adopted the guidance with respect to the roll forward
activity in Level 3 fair value measurements. The adoption of the updated guidance for Levels 1 and
2 fair value measurements did not have an impact on the Companys consolidated results of
operations or financial condition.
(3) Accounts Receivable
Accounts receivable at September 30, 2010 and December 31, 2009 consisted of the following (in
thousands):
September 30, | December 31, | |||||||
2010 | 2009 | |||||||
Medicare premium receivables |
$ | 3,391 | $ | 61,503 | ||||
Rebates |
41,523 | 34,647 | ||||||
Other, net |
4,639 | 6,107 | ||||||
Total |
$ | 49,553 | $ | 102,257 | ||||
Medicare premium receivables at September 30, 2010 and December 31, 2009 include $4.8 million
and $62.2 million, respectively, of gross receivables from CMS related to the accrual of
retroactive risk adjustment payments. Allowances are made for the potential recoupment of certain
payments due to retroactive changes to a members status. Accounts receivable relating to unpaid
health plan enrollee premiums are recorded during the period the Company is obligated to provide
services to enrollees and do not bear interest. The Company does not have any off-balance sheet
credit exposure related to its health plan enrollees.
Rebates for drug costs represent estimated rebates owed to the Company from its pharmacy
benefit manager. The Company has entered into a contract with its pharmacy benefit manager that
provides for rebates to the Company based on the utilization of specific prescription drugs by the
Companys members.
6
BRAVO HEALTH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(unaudited)
(4) Investment Securities
Investment securities, which consist primarily of debt securities, have been categorized as
available for sale. Available for sale securities are recorded at fair value. Unrealized gains
and losses (net of applicable deferred taxes) on available for sale securities are included as a
component of stockholders equity and comprehensive income until realized from a sale or other than
temporary impairment. Realized gains and losses from the sale of securities are determined on a
specific identification basis. Purchases and sales of investments are recorded on their trade
dates. Dividend and interest income are recognized when earned.
Restricted investments include U.S. Government securities, money market fund investments,
deposits and certificates of deposit held by the various state departments of insurance to whose
jurisdiction the Companys subsidiaries are subject. These restricted assets are recorded at
amortized cost and classified as long-term regardless of the contractual maturity date because of
the restrictive nature of the states requirements.
As of September 30, 2010 and December 31, 2009, available for sale securities were as follows
(in thousands):
September 30, 2010 | ||||||||||||||||
Gross | Gross | |||||||||||||||
Unrealized | Unrealized | |||||||||||||||
Amortized | Holding | Holding | Estimated | |||||||||||||
Cost | Gains | Losses | Fair Value | |||||||||||||
Government and agency obligations |
$ | 34,521 | 910 | | 35,431 | |||||||||||
Corporate debt securities |
97,165 | 2,958 | (1 | ) | 100,122 | |||||||||||
Residential mortgage-backed securities |
92,777 | 1,394 | (145 | ) | 94,026 | |||||||||||
Commercial mortgage-backed securities |
6,696 | 109 | | 6,805 | ||||||||||||
$ | 231,159 | 5,371 | (146 | ) | 236,384 | |||||||||||
December 31, 2009 | ||||||||||||||||
Gross | Gross | |||||||||||||||
Unrealized | Unrealized | |||||||||||||||
Amortized | Holding | Holding | Estimated | |||||||||||||
Cost | Gains | Losses | Fair Value | |||||||||||||
Government and agency obligations |
$ | 27,478 | 611 | | 28,089 | |||||||||||
Corporate debt securities |
44,306 | 1,555 | (21 | ) | 45,840 | |||||||||||
Residential mortgage-backed securities |
13,282 | 395 | (198 | ) | 13,479 | |||||||||||
Commercial mortgage-backed securities |
3,644 | 44 | (1 | ) | 3,687 | |||||||||||
$ | 88,710 | 2,605 | (220 | ) | 91,095 | |||||||||||
Realized gains or losses on investment securities are included in investment income in
the accompanying condensed consolidated statements of operations. Realized gains or losses related
to investment securities for the nine months ended September 30, 2010 and 2009 were as
follows:
Nine Months Ended | ||||||||||||||||
September 30, | ||||||||||||||||
2010 | 2009 | |||||||||||||||
Gross investment gains |
$ | 489 | $ | 93 | ||||||||||||
Gross investment losses |
(111 | ) | (134 | ) |
Maturities of investments were as follows at September 30, 2010 (in thousands):
Amortized | Estimated | |||||||
Cost | Fair Value | |||||||
Due within one year |
$ | 14,802 | 14,911 | |||||
Due after one year through five years |
89,540 | 92,706 | ||||||
Due after five years through ten years |
22,972 | 23,535 | ||||||
Due after ten years |
4,372 | 4,401 | ||||||
Mortgage-backed securities |
99,473 | 100,831 | ||||||
$ | 231,159 | 236,384 | ||||||
7
BRAVO HEALTH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(unaudited)
At September 30, 2010, the Company holds no securities have been in a continuous
unrealized loss position for more than twelve months.
The following table shows the gross unrealized losses and fair value of the Companys
investments with unrealized losses that are not deemed to be other-than-temporarily impaired,
aggregated by investment category and length of time that individual securities have been in a
continuous unrealized loss position at December 31, 2009:
Less Than | More Than | |||||||||||||||||||||||
12 Months | 12 Months | Total | ||||||||||||||||||||||
Unrealized | Fair | Unrealized | Fair | Unrealized | Fair | |||||||||||||||||||
Losses | Value | Losses | Value | Losses | Value | |||||||||||||||||||
Corporate debt securities |
$ | (21 | ) | 2,920 | | | (21 | ) | 2,920 | |||||||||||||||
Residential mortgage-backed |
$ | (11 | ) | 416 | (187 | ) | 1,288 | (198 | ) | 1,704 | ||||||||||||||
Commercial mortgage-backed |
$ | (1 | ) | 772 | | | (1 | ) | 772 | |||||||||||||||
Total investments |
$ | (33 | ) | 4,108 | (187 | ) | 1,288 | (220 | ) | 5,396 | ||||||||||||||
The Company reviews fixed maturities and equity securities with a decline in fair value
from cost for impairment based on criteria that include duration and severity of decline; financial
viability and outlook of the issuer; and changes in the regulatory, economic and market environment
of the issuers industry or geographic region.
All issuers of securities the Company owned in an unrealized loss as of September 30, 2010
remain current on all contractual payments. The unrealized losses on investments were caused by an
increase in investment yields as a result of a widening of credit spreads. The contractual terms of
these investments do not permit the issuer to settle the securities at a price less than the
amortized cost of the investment. The Company determined that it did not intend to sell these
investments and that it was not more-likely-than-not to be required to sell these investments prior
to their recovery, thus these investments are not considered other-than-temporarily impaired.
(5) Fair Value Measurements
In January 2010, the FASB issued ASU No. 2010-06 Fair Value Measurements and Disclosures,
Topic 850: Improving Disclosures about Fair Value Measurements as an update to ASC 820-10-50-1.
This update provides improved disclosures that will increase transparency in financial reporting.
Assets and liabilities recorded at fair value in the consolidated balance sheet are categorized
based upon the level of judgment associated with the value techniques and inputs used to measure
their fair value. The fair value hierarchy as defined by FASB guidance, which prioritizes the
inputs used in measuring fair value, is as follows:
| Level 1 Quoted (unadjusted) prices for identical assets or liabilities in active
markets |
| Level 2 Other observable inputs, either directly or indirectly, including: |
| Quoted prices for similar assets/liabilities in active markets; |
||
| Quoted prices for identical or similar assets in non-active markets (few
transactions, limited information, non-current prices, high variability over time);
|
8
BRAVO HEALTH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(unaudited)
| Inputs other than quoted prices that are observable for the asset/liability (e.g.
interest rates, yield curves, volatilities, or default prices); and |
||
| Inputs that are derived principally from or corroborated by other observable market data |
| Level 3 Unobservable inputs that cannot be corroborated by observable market data |
Transfers in and out of Levels 1 and 2 require new disclosures. A reporting entity should disclose
separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value
measurements and describe the reasons for the transfer. Activity in Level 3 fair value measurement
also requires new disclosures. A reporting entity should present separate information about
purchases, sales, issuances and settlements (on a gross basis, as opposed to one net number). In
instances in which the inputs used to measure fair value fall into different levels of the fair
value hierarchy, the fair value measurement has been determined based on the lowest level input
that is significant to the fair value measurement in its entirety. The Companys assessment of the
significance of a particular item to the fair value measurement in its entirety requires judgment,
including the consideration of inputs specific to the asset. Management is responsible for the
determination of fair value, and performs monthly analysis on the prices received from third
parties to determine whether the prices appear to be reasonable estimates of fair value.
There were no transfers to or from Levels I and II during the nine months ended September 30,
2010. The following tables summarize fair value measurements by level at September 30, 2010 and
December 31, 2009 for assets and liabilities measured at fair value on a recurring basis (in
thousands):
September 30, 2010 | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
Assets |
||||||||||||||||
Cash and cash equivalents |
$ | 54,128 | $ | | $ | $ | 54,128 | |||||||||
Investment securities: |
||||||||||||||||
Government and agency obligations |
$ | 35,431 | $ | | $ | | $ | 35,431 | ||||||||
Corporate debt securities |
| 100,122 | | 100,122 | ||||||||||||
Residential mortgage-backed securities |
| 94,026 | | 94,026 | ||||||||||||
Commercial mortgage-backed securities |
| 6,805 | | 6,805 | ||||||||||||
$ | 35,431 | $ | 200,953 | $ | $ | 236,384 | ||||||||||
Liabilities |
||||||||||||||||
Derivative interest rate swaps |
$ | | $ | 311 | $ | | $ | 311 | ||||||||
December 31, 2009 | ||||||||||||||||
Level I | Level II | Level III | Total | |||||||||||||
Assets |
||||||||||||||||
Cash and cash equivalents |
$ | 101,637 | $ | | $ | $ | 101,637 | |||||||||
Investment securities: |
||||||||||||||||
Government and agency obligations |
$ | 28,089 | $ | | $ | | $ | 28,089 | ||||||||
Corporate debt securities |
| 45,840 | | 45,840 | ||||||||||||
Residential mortgage-backed securities |
| 13,479 | | 13,479 | ||||||||||||
Commercial mortgage-backed securities |
| 3,687 | | 3,687 | ||||||||||||
$ | 28,089 | $ | 63,006 | $ | $ | 91,095 | ||||||||||
Liabilities |
||||||||||||||||
Derivative interest rate swaps |
$ | | $ | 1,110 | $ | | $ | 1,110 | ||||||||
9
BRAVO HEALTH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(unaudited)
The Companys Level 1 securities primarily consist of U.S. Treasury securities and cash and
cash equivalents. The Company determines the estimated fair value of its Level 1 securities using
quoted (unadjusted) prices for identical assets or liabilities in active markets.
The Companys Level 2 securities primarily consist of corporate debt securities, residential
mortgage-backed securities and commercial mortgage-backed securities. The Company determines the
estimated fair value for its Level 2 securities using the following methods: quoted prices for
similar assets/liabilities in active markets, quoted prices for identical or similar assets in
non-active markets (few transactions, limited information, non-current prices, high variability
over time), inputs other than quoted prices that are observable for the asset/liability (e.g.,
interest rates, yield curves volatilities, default rates, etc.), and inputs that are derived
principally from or corroborated by other observable market data.
(6) Medical Liabilities
The Companys medical liabilities at September 30, 2010 and December 31, 2009 consisted of the
following (in thousands):
September 30, | December 31, | |||||||
2010 | 2009 | |||||||
Incurred but not reported medical liabilities |
$ | 146,744 | $ | 122,267 | ||||
Pharmacy liabilities |
9,288 | 6,456 | ||||||
Provider incentives and other medical payments |
6,006 | 4,385 | ||||||
$ | 162,038 | $ | 133,108 | |||||
(7) Derivatives
In September 2007, the Company entered into a forward-starting swap transaction to hedge the
total changes in interest cash outflows on the Term Loan. A notional amount of $89.8 million has
been swapped to a counter party in exchange for a fixed interest rate commitment of 4.74% per
annum. This agreement became effective on September 28, 2007 and will terminate on September 30,
2011. The notional amount declines throughout the term of the agreement and was $13.8 million and
$36 million as of September 30, 2010 and December 31, 2009, respectively.
The interest rate swap qualifies as, and is designated as, a cash flow hedge. Changes in the
fair value of the swap that effectively offset the variability of cash flows associated with the
variable rate debt obligation are excluded from the results of operations and are reported as a
component of other comprehensive income (loss) in the consolidated statements of stockholders
equity. As the swap was fully effective for the nine months ended September 30, 2010 and the year
ended December 31, 2009, the Company did not recognize any interest expense related to
ineffectiveness.
The fair market value of the interest rate swap is shown as an interest rate swap liability on
the accompanying consolidated balance sheets in the amount of $0.3 million and $1.1 million as of
September 30, 2010 and December 31, 2009, respectively. The change in the fair market value of the
swap is recorded in accumulated other comprehensive income (loss) as the swap is designated as an
effective hedge.
In September 2009, the Company entered into an interest rate cap transaction to hedge the
total changes in interest cash outflows on the Term Loan. The Company paid a fixed premium amount
of $0.05 million and will receive payments of the notional amount multiplied by the excess, if any,
of LIBOR over 4.50% (the Capped Rate) for a defined period. This agreement became effective on
September 30, 2009 and will terminate on September 30, 2011. The notional amount, which was $1.1
million at inception and increases to a maximum of $17.5 million throughout the term of the
agreement, was $8 million as of September 30, 2010.
The interest rate cap qualifies as, and is designated as, a cash flow hedge. Changes in the fair
value of the cap that effectively offset the variability of cash flows associated with the variable
rate debt obligation are excluded from the results of operations and are reported as a component of
other comprehensive income (loss) in the consolidated statements of stockholders equity.
10
BRAVO HEALTH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(unaudited)
(8) Intangible Assets
A breakdown of the identifiable intangible assets and their assigned value and accumulated
amortization at September 30, 2010 is as follows (in thousands):
Gross Carrying | Accumulated | |||||||||||
Amount | Amortization | Net | ||||||||||
Trade name |
$ | 3,443 | $ | 3,443 | $ | | ||||||
Provider contracts |
49,994 | 39,579 | 10,415 | |||||||||
Membership lists |
91,724 | 74,542 | 17,182 | |||||||||
$ | 145,161 | $ | 117,564 | $ | 27,597 | |||||||
Amortization expense on identifiable intangible assets for the three months ended September
30, 2010 and 2009 was approximately $6.1 million and $7.7 million, respectively. Amortization
expense on identifiable intangible assets for the nine months ended September 30, 2010 and 2009 was
approximately $20.2 million and $25.5 million, respectively.
(9) Share-Based Compensation
In 1995, the Company adopted a stock option plan (the 1995 Plan), which permitted the issuance
of common stock or stock options to employees, officers, directors, and consultants. During 2004,
the Company adopted the Bravo Health, Inc. 2004 Stock Incentive Plan (the 2004 Plan). The 2004 Plan
is a continuation, amendment and restatement of the 1995 Plan, the provisions of which shall
continue with respect to any options or stock awards thereunder. The 2004 Plan permits the
granting of stock options to key individuals (including incentive stock options qualifying under
Internal Revenue Code Section 422 and nonstatutory stock options), stock appreciation rights,
restricted or unrestricted stock awards, performance awards, or any combination of the foregoing.
The purchase price per share of stock deliverable upon the exercise of an option shall be based on
fair value as determined by the Board of Directors, provided, however, that in the case of
incentive stock options, the strike price of the options must have an exercise price at least equal
to the fair market value at the date of the grant. At the time of adoption, the awards granted
under the 2004 Plan, including all existing awards under the 1995 Plan, could not exceed an
aggregate of 14,059,875 shares. As of September 30, 2010, the Companys Board of Directors had
increased the incentive pool to 32,978,600 shares.
The Company granted options to purchase 1,850,150 shares of common stock pursuant to the 2004
Plan during the nine months ended September 30, 2010. Options to purchase 434,780 shares of common
stock either were forfeited or expired during the nine months ended September 30, 2010. Options to
purchase 18,226,192 shares of common stock were outstanding under this plan at September 30, 2010.
The outstanding options vest and become exercisable based on time, generally over a five-year
period, and expire ten years from their grant dates.
(10) Comprehensive Income
The following table presents details supporting the determination of comprehensive income for
the nine months ended September 30, 2010 and 2009 (in thousands):
Nine Months Ended | ||||||||||||||||
September 30, | ||||||||||||||||
2010 | 2009 | |||||||||||||||
Net income |
$ | 21,195 | $ | 17,172 | ||||||||||||
Net unrealized gain on available for sale
investment securities, net of tax |
1,845 | 1,587 | ||||||||||||||
Net gain on interest rate swap, net of tax |
418 | 615 | ||||||||||||||
Comprehensive income, net of tax |
$ | 23,458 | $ | 19,374 | ||||||||||||
11
BRAVO HEALTH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(unaudited)
(11) Commitments and Contingencies
The Company was selected
for a RADV audit by the United State Department of Health & Human Services, Office of Inspect General
(OIG) in connection with risk-adjusted payments received by one of the Companys Medicare Advantage
plans for contract year 2007. In June 2010, the OIG issued a draft report of its findings. The draft
report included a recommendation that approximately $20.2 million of calculated premium overpayments
be refunded to CMS. OIGs purported premium overpayment was calculated by extrapolating the results
of its audit sample and findings across the specific Medicare Advantage plans entire population
for the 2007 contract year. The Company issued a written response to the draft report and is vigorously
challenging the OIGs audit process, methodology, and preliminary findings and recommendations.
No final report has been issued by OIG. OIG has no authority to recoup overpayments. Accordingly,
it will be within the authority of CMS to determine what actions, if any, to take in response to any OIG
audit findings and recommendations. Because of the uncertainties associated with (i) the validity
of the OIGs audit process and methods, (ii) the OIGs response to the Companys challenges,
(iii) the status of OIGs final report, and (iv) the probable actions of CMS based on the OIGs
recommendations, among other uncertainties, the Company is currently unable to reasonably estimate
the probability of CMSs assertion of a claim for recoupment of overpaid premiums or the amount
of loss, or range of potential losses, associated with the resolution of the OIG audit. Accordingly,
the Company has not made an accrual related thereto.
(12) Subsequent Events
On August 27, 2010, HealthSpring, Inc. (HealthSpring) announced that it entered into a
definitive agreement to acquire all of the outstanding capital stock of the Company for $545.0
million. This transaction received the necessary regulatory approvals and closed on November 30,
2010.
12