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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)
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)
                 
    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)
                   
      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)
                 
    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)
(1) Organization and Basis of Presentation
Bravo Health, Inc. (the Company) was incorporated in the State of Delaware in June 1995. The Company’s 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 HNPA’s 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 Company’s financial position as of September 30, 2010, the Company’s 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 Company’s 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 Company’s 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)
(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 enterprise’s 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 entity’s 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 Company’s financial statements.
Effective January 1, 2010, the Company adopted the FASB’s 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 Company’s 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 member’s 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 Company’s members.

 

6


 

BRAVO HEALTH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(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 Company’s 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)
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 Company’s 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 issuer’s 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);

 

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BRAVO HEALTH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(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 Company’s 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)
The Company’s 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 Company’s 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 Company’s 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.

 

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BRAVO HEALTH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(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 Company’s 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  
 
                           

 

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BRAVO HEALTH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(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 Company’s 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. OIG’s purported premium overpayment was calculated by extrapolating the results of its audit sample and findings across the specific Medicare Advantage plan’s entire population for the 2007 contract year. The Company issued a written response to the draft report and is vigorously challenging the OIG’s 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 OIG’s audit process and methods, (ii) the OIG’s response to the Company’s challenges, (iii) the status of OIG’s final report, and (iv) the probable actions of CMS based on the OIG’s recommendations, among other uncertainties, the Company is currently unable to reasonably estimate the probability of CMS’s 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.

 

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