Attached files
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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-99.3 - EXHIBIT 99.3 - HealthSpring, Inc. | c11661exv99w3.htm |
Exhibit 99.4
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On November 30, 2010, HealthSpring, Inc. (Company) completed the acquisition of Bravo Health, Inc. (Bravo Health) an
operator of Medicare Advantage coordinated care plans in Pennsylvania, the Mid-Atlantic region, and
Texas, and Medicare Part D stand-alone prescription drug plans in 43 states and the District of
Columbia. Under the terms of the amended merger agreement, HealthSpring acquired Bravo Health for
approximately $545.0 million in cash, subject to a post-closing positive or negative adjustment
based on a calculation relating to, among other things, the statutory net worth of Bravo Healths
regulated subsidiaries as of the closing (the Closing Adjustment). Any Closing
Adjustment, which is expected to be paid by HealthSpring in
June 2011, cannot exceed $10.0 million. Approximately $55.0
million of the purchase price was paid to an independent escrow
agent, which amount is available to satisfy post-closing
indemnification obligations of the former Bravo Health stockholders,
including claims relating to regulatory audits of pre-closing
activities.
In connection with
the acquisition of Bravo Health, on November 30, 2011 the Company and its existing lenders and certain
additional lenders amended and restated its existing credit agreement (Restated Credit Agreement)
to provide for, among other things, the acquisition financing. As amended, the Restated Credit Agreement provides for the
following:
| $355.0 million in term loan A indebtedness maturing in February 2015 comprised of: |
| $175.0 million of term loan A indebtedness as Existing Term Loan A ($166.3 million of which was outstanding prior to the acquisition); |
| $180.0 million of new term loan A indebtedness as New Term Loan A (funded at the closing of the acquisition); |
| $175.0 million revolving credit facility maturing in February 2014 (the Revolving Credit Facility, $100.0 million of which was drawn at the closing); and |
| $200.0 million of new term loan B indebtedness maturing in November 2016 (New Term Loan B which was funded at the closing). |
The Companys available cash on hand together with borrowings of $480 million in loans under the
Restated Credit Agreement were used to fund the acquisition as well as transaction
expenses related thereto.
The unaudited pro forma condensed combined financial statements give effect to the acquisition
of Bravo Health by the Company as if the acquisition had occurred on January 1, 2009
for purposes of the unaudited pro forma condensed combined statements of operations for the year
ended December 31, 2009 and the nine months ended September 30, 2010. The unaudited
pro forma condensed combined financial statements give effect to the acquisition of Bravo Health by the
Company as if the acquisition had occurred on September 30, 2010 for purposes of the unaudited pro
forma condensed combined balance sheet as of September 30, 2010.
The Company will account
for the acquisition of Bravo Health using the acquisition method of accounting. As
such, the Company will record the assets (including identifiable intangible assets) and liabilities
of Bravo Health at their estimated fair value as of the date of the acquisition. The difference
between the purchase price and the estimated fair value of Bravo Healths net assets and liabilities will
be accounted for as goodwill.
Because these unaudited pro forma condensed combined financial statements have been prepared
based on preliminary estimates of the fair value of assets and liabilities of Bravo Health as of the closing of the acquisition, the actual amounts recorded as of the completion of
the Companys fair value assessment may differ materially from the information presented in this
unaudited pro forma condensed combined financial information. The impact of any integration
activities undertaken by the Company in post-acquisition periods could also cause material
differences from the information presented below.
The unaudited pro forma information should be read in conjunction with the historical
consolidated financial statements of the Company, which have been previously filed with the
Securities and Exchange Commission, and the historical financial statements of Bravo Health included in this
Current Report on Form 8-K/A, of which the statements are a part.
This information is for illustrative purposes only. The Company and Bravo Health would likely have
performed differently had they actually been combined as of the dates presented. You should not
rely on this information as being indicative of future consolidated results after the acquisition.
The determination of the final allocation of the purchase price has not been completed.
Accordingly, the purchase accounting adjustments made in the preparation of the unaudited pro forma
consolidated financial statements are preliminary and subject to adjustment.
HealthSpring, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2010
(in thousands)
Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2010
(in thousands)
Bravo | |||||||||||||||||
Health, | |||||||||||||||||
Inc. & | |||||||||||||||||
HealthSpring | Subsidiaries | Pro Forma | |||||||||||||||
Historical | Historical | Adjustments | Pro Forma | ||||||||||||||
Assets |
|||||||||||||||||
Current Assets: |
|||||||||||||||||
Cash and cash equivalents |
$ | 238,238 | $ | 54,128 | $ | (91,700 | )(1) | $ | 200,666 | ||||||||
Short-term investments |
| 1,961 | | 1,961 | |||||||||||||
Accounts receivable, net |
85,972 | 49,553 | | 135,525 | |||||||||||||
Funds held for the benefit of members |
4,847 | 25,719 | | 30,566 | |||||||||||||
Deferred income tax asset |
7,062 | 3,468 | (2,407 | )(8) | 8,123 | ||||||||||||
Prepaid expenses and other assets |
8,788 | 4,147 | (639 | )(5) | 12,296 | ||||||||||||
Total current assets |
344,907 | 138,976 | (94,746 | ) | 389,137 | ||||||||||||
Investment securities available for sale |
267,099 | 234,423 | | 501,522 | |||||||||||||
Investment securities held to maturity |
40,691 | | | 40,691 | |||||||||||||
Property and equipment, net |
30,015 | 32,084 | (2,319 | )(2) | 59,780 | ||||||||||||
Goodwill |
624,507 | | 247,726 | (3) | 872,233 | ||||||||||||
Intangible assets, net |
190,368 | 27,597 | (27,597 | )(4) | |||||||||||||
182,200 | (4) | 372,568 | |||||||||||||||
Restricted investments |
21,553 | 6,252 | | 27,805 | |||||||||||||
Risk corridor receivable from CMS |
7,008 | 10,646 | | 17,654 | |||||||||||||
Funds due for the benefit of members |
21,499 | | | 21,499 | |||||||||||||
Other assets |
16,867 | 883 | (883 | )(5) | |||||||||||||
19,491 | (6) | 36,358 | |||||||||||||||
Total assets |
$ | 1,564,514 | $ | 450,861 | $ | 323,872 | $ | 2,339,247 | |||||||||
Liabilities and Stockholders Equity |
|||||||||||||||||
Current Liabilities: |
|||||||||||||||||
Medical claims liability |
$ | 183,463 | $ | 162,038 | $ | | $ | 345,501 | |||||||||
Accounts payable, accrued expenses and
other |
61,807 | 42,106 | 10,000 | (9) | |||||||||||||
(941 | )(11) | ||||||||||||||||
6,114 | (12) | 119,086 | |||||||||||||||
Risk corridor payable to CMS |
2,921 | 653 | | 3,574 | |||||||||||||
Funds held for the benefit of members |
| 50,889 | | 50,889 | |||||||||||||
Current portion of long term debt |
17,500 | 1,312 | (1,312 | )(5) | |||||||||||||
15,000 | (7) | 32,500 | |||||||||||||||
Total current liabilities |
265,691 | 256,998 | 28,861 | 551,550 | |||||||||||||
Long-term debt, less current portion |
148,750 | 50,593 | (50,593 | )(5) | |||||||||||||
465,000 | (7) | 613,750 | |||||||||||||||
Deferred income taxes |
73,762 | (35,060 | ) | 65,048 | (8) | 103,750 | |||||||||||
Other long-term liabilities |
5,189 | 311 | (311 | )(5) | 5,189 | ||||||||||||
Total liabilities |
493,392 | 272,842 | 508,005 | 1,274,239 | |||||||||||||
Stockholders Equity: |
|||||||||||||||||
Common stock |
613 | 141 | (141 | )(10) | 613 | ||||||||||||
Convertible preferred stock |
| 1,241 | (1,241 | )(10) | | ||||||||||||
Additional paid in capital |
556,003 | 156,662 | (156,662 | )(10) | 556,003 | ||||||||||||
Retained earnings |
572,121 | 16,996 | (16,996 | )(10) | |||||||||||||
(6,114 | )(12) | 566,007 | |||||||||||||||
Accumulated other comprehensive income |
4,368 | 2,979 | (2,979 | )(10) | 4,368 | ||||||||||||
Treasury stock |
(61,983 | ) | | | (61,983 | ) | |||||||||||
Total stockholders equity |
1,071,122 | 178,019 | (184,133 | ) | 1,065,008 | ||||||||||||
Total liabilities and stockholders equity |
$ | 1,564,514 | $ | 450,861 | $ | 323,872 | $ | 2,339,247 | |||||||||
HealthSpring, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Combined Statement of Income
Nine Months Ended September 30, 2010
(in thousands, except share data)
Unaudited Pro Forma Condensed Combined Statement of Income
Nine Months Ended September 30, 2010
(in thousands, except share data)
Bravo | ||||||||||||||||
Health, | ||||||||||||||||
Inc. & | ||||||||||||||||
HealthSpring | Subsidiaries | Pro Forma | Pro | |||||||||||||
Historical | Historical | Adjustments | Forma | |||||||||||||
Revenue: |
||||||||||||||||
Premium revenue |
2,218,378 | 1,228,693 | | 3,447,071 | ||||||||||||
Management and fee revenue |
31,191 | | | 31,191 | ||||||||||||
Investment income |
4,574 | 3,625 | (1,152 | )(13) | 7,047 | |||||||||||
Total revenue |
2,254,143 | 1,232,318 | (1,152 | ) | 3,485,309 | |||||||||||
Operating Expenses: |
||||||||||||||||
Medical expenses |
1,779,275 | 1,024,604 | | 2,803,879 | ||||||||||||
Selling, general and administrative |
210,410 | 141,858 | | 352,268 | ||||||||||||
Depreciation and amortization |
22,810 | 25,018 | 455 | (14) | ||||||||||||
(20,190 | )(15) | |||||||||||||||
14,904 | (15) | 42,997 | ||||||||||||||
Interest expense |
15,375 | 4,782 | (4,782 | )(16) | ||||||||||||
21,938 | (16) | 37,313 | ||||||||||||||
Total operating expenses |
2,027,870 | 1,196,262 | 12,325 | 3,236,457 | ||||||||||||
Income before income taxes |
226,273 | 36,056 | (13,477 | ) | 248,852 | |||||||||||
Income taxes (benefit) |
(82,917 | ) | (14,861 | ) | 4,933 | (17) | (92,845 | ) | ||||||||
Net income (loss) |
$ | 143,356 | $ | 21,195 | $ | (8,544 | ) | $ | 156,007 | |||||||
Net Income per common share: |
||||||||||||||||
Basic |
$ | 2.52 | $ | 2.74 | ||||||||||||
Diluted |
$ | 2.51 | $ | 2.73 | ||||||||||||
Weighted average common
shares outstanding: |
||||||||||||||||
Basic |
56,872,071 | 56,872,071 | ||||||||||||||
Diluted |
57,058,075 | 57,058,075 | ||||||||||||||
HealthSpring, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Combined Statement of Income
Year ended December 31, 2009
(in thousands, except share data)
Unaudited Pro Forma Condensed Combined Statement of Income
Year ended December 31, 2009
(in thousands, except share data)
Bravo | ||||||||||||||||
Health, | ||||||||||||||||
Inc. & | ||||||||||||||||
HealthSpring | Subsidiaries | Pro Forma | Pro | |||||||||||||
Historical | Historical | Adjustments | Forma | |||||||||||||
Revenue: |
||||||||||||||||
Premium revenue |
2,619,505 | 1,220,219 | | 3,839,724 | ||||||||||||
Management and fee revenue |
42,250 | | | 42,250 | ||||||||||||
Investment income |
4,290 | 3,915 | (873 | )(13) | 7,332 | |||||||||||
Total revenue |
2,666,045 | 1,224,134 | (873 | ) | 3,889,306 | |||||||||||
Operating Expenses: |
||||||||||||||||
Medical expenses |
2,129,946 | 979,264 | | 3,109,210 | ||||||||||||
Selling, general and administrative |
279,822 | 160,463 | | 440,285 | ||||||||||||
Depreciation and amortization |
30,726 | 38,771 | 1,110 | (14) | ||||||||||||
(32,528 | )(15) | |||||||||||||||
23,448 | (15) | 61,527 | ||||||||||||||
Interest expense |
15,614 | 8,716 | (8,716 | )(16) | ||||||||||||
29,311 | (16) | 44,925 | ||||||||||||||
Total operating expenses |
2,456,108 | 1,187,214 | 12,625 | 3,655,947 | ||||||||||||
Income before income taxes |
209,937 | 36,920 | (13,498 | ) | 233,359 | |||||||||||
Income taxes (benefit) |
(76,342 | ) | (16,752 | ) | 4,940 | (17) | (88,154 | ) | ||||||||
Net income (loss) |
$ | 133,595 | $ | 20,168 | $ | (8,558 | ) | $ | 145,205 | |||||||
Net Income per common share: |
||||||||||||||||
Basic |
$ | 2.43 | $ | 2.64 | ||||||||||||
Diluted |
$ | 2.41 | $ | 2.62 | ||||||||||||
Weighted average common
shares outstanding: |
||||||||||||||||
Basic |
54,973,690 | 54,973,690 | ||||||||||||||
Diluted |
55,426,929 | 55,426,929 | ||||||||||||||
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
1) | Pursuant to the Amended and Restated Merger Agreement, HealthSpring paid Bravo Health stockholders $545.0 million in cash at the consummation of the acquisition. This was funded through borrowings of $480.0 million under a new credit facility and the use of cash and cash equivalents. The net reduction in cash and cash equivalents of $91.7 million is composed of the following estimated items (dollars in millions): |
Cash consideration to Bravo Health stockholders of $545.0 million for 100% of all the outstanding shares of Bravo Health |
$ | (545.0 | ) | |
Cash transaction costs for transaction costs and financing fees |
(26.7 | ) | ||
Subtotal |
(571.7 | ) | ||
New borrowings to partially fund the acquisition (See Note 7.) |
480.0 | |||
Net reduction in cash and equivalents related to the acquisition |
$ | (91.7 | ) | |
2) | Adjustment to reduce the property and equipment of Bravo Health as of September 30, 2010 to its estimated fair value. | |
3) | Pro forma adjustment to record goodwill of $247.7 million as a result of purchase consideration in excess of the fair value of assets acquired and liabilities assumed. The aggregate purchase price of $555.0 million is inclusive of a $10.0 million post-closing adjustment which is considered payable to the Bravo Health stockholders for pro forma purposes. (see Note 9.) |
The following table summarizes the preliminary allocation of the purchase price to the
estimated fair values of the assets acquired and liabilities assumed on the closing date of
November 30, 2010, as if the acquisition had occurred on September 30, 2010 (in millions):
Purchase price: |
||||
Cash paid to Bravo Health stockholders, net of cash received |
$ | 490.9 | ||
Post-closing adjustment payment |
10.0 | |||
Total |
$ | 500.9 | ||
Assets (liabilities) acquired: |
||||
Accounts receivable |
$ | 49.6 | ||
Investments |
242.6 | |||
Property and equipment |
29.8 | |||
Intangible assets |
182.2 | |||
Other assets |
39.9 | |||
Medical claims liabilities |
(162.0 | ) | ||
Accounts payable and accrued expenses |
(48.5 | ) | ||
Deferred tax liabilities |
(28.9 | ) | ||
Other liabilities |
(51.5 | ) | ||
Total |
$ | 253.2 | ||
Remaining value, recorded to goodwill |
$ | 247.7 | ||
The estimated goodwill reflected on the pro forma balance sheet is calculated as if
the transaction had occurred as of the pro forma balance sheet date and, therefore, will be
different from the preliminary estimated goodwill recorded upon the acquisition date. The
goodwill recorded in connection with this transaction is not deductible for income tax
purposes.
4) | Adjustment to record fair value of intangible assets acquired and to eliminate the former intangible assets of Bravo Health. Intangible assets relating to the Bravo Health acquisition have been estimated at approximately $182.2 million, consisting of the provider networks, Medicare member networks, trade name, and licenses. The estimated weighted average useful life is approximately 14.2 years and the estimated amortization expense is approximately $23.4 million for the first year. Acquired intangible assets are amortized using a straight-line basis except for the Medicare member network intangible assets which are amortized using an accelerated method. (See Note 15.) The allocation of the purchase price included $15.0 million allocated to indefinite-lived tradenames which are not amortizable. | |
5) | Reflects the retirement of Bravo Health indebtedness, the related deferred financing fees and the related interest rate swap liability. | |
6) | Represents deferred financing costs associated with borrowings to finance the acquisition. | |
7) | Reflects the addition of $480.0 million of borrowings under the Restated Credit Agreement (described in the introduction to this unaudited pro forma) to partially fund the acquisition Bravo Health. Of this amount, $15.0 million is due within twelve months from the date of borrowing and is considered a current liability. The balance of $465.0 million in borrowings is shown as a long-term liability. | |
8) | Reflects the recording of a deferred tax liability associated with the acquired assets and assumed liabilities. | |
9) | Reflects $10 million of additional purchase price payable to the former stockholders of Bravo Health as a post-closing adjustment. | |
10) | Reflects the elimination of Bravo Health equity accounts. | |
11) | Reflects the elimination of deferred rent obligations of Bravo Health (as these amounts reset at the consummation of the acquisition). | |
12) | Reflects the accrual and expense related to acquisition related costs of $6.4 million ($4.1 net of tax) and $3.2 million ($2.0 net of tax) for integration-related severance costs determinable as of the closing date. Such severance amounts were reflected by the Company in its post-acquisition results of operations. These costs are not presented in the unaudited pro forma condensed combined statements of income because they will not have a continuing impact on the combined results. | |
13) | Reflects the use of cash on hand of $91.7 million to finance the transaction (See note 1) and the corresponding reduction in investment income associated with such cash. The effective interest rate yields used for the foregone interest income is 1.0%-1.7% based upon estimated current interest rates on HealthSprings interest-bearing cash and investment accounts. The foregone interest income is estimated at $0.9 million for the year ended December 31, 2009 and $1.2 million for the nine months ended September 30, 2010. | |
14) | Reflects the increase in depreciation expense resulting from application of HealthSprings depreciation policy which applies a shorter life under the straight-line method of depreciation, offset in part by the write-down of Bravo Healths property, plant and equipment to fair value upon acquisition. | |
15) | Reflects the elimination of amortization expense on Bravo Healths intangible assets and the recording of amortization of the acquired identifiable intangible assets over a weighted average life of 13 years. Bravo Healths intangible assets with a gross cost of $145.2 million, were amortized over a weighted-average life of 5.8 years. |
HealthSprings estimated
annual amortization expense on the acquired finite-lived Bravo Health intangible assets is as follows (in thousands):
2010 (month of December only) |
$ | 2,341 | ||
2011 |
23,026 | |||
2012 |
19,478 | |||
2013 |
17,096 | |||
2014 |
15,326 | |||
Thereafter |
89,933 | |||
Total |
$ | 167,200 | ||
16) | Reflects the elimination of interest expense and amortization of deferred financing fees related to the indebtedness of Bravo Health, and the recording of additional estimated interest expense associated with HealthSpring borrowing $480.0 million of variable rate debt to finance the acquisition consideration (see Note 1) and the amortization of additional deferred financing fees incurred. The indebtedness of Bravo Health was paid off at closing (See Note 5). Interest expense under HealthSprings new credit facility will be at a floating rate based on a base rate or LIBOR at the Companys option. A 0.125% change in the LIBOR rate would result in an adjustment to income before income taxes of $0.6 million on an annual basis. | |
17) | Reflects the pro forma tax effect of the pro forma adjustments based upon an estimated income tax rate of 36.6%, HealthSprings statutory rate for the periods presented. HealthSpring expects it effective income tax rate to be higher in the future because a significant portion of the acquired operations of Bravo Health are taxed in states with higher state income tax rates than the historic operations of HealthSpring. |