Attached files
file | filename |
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8-K/A - FORM 8-K/A - NCI, Inc. | c18570e8vkza.htm |
EX-99.3 - EXHIBIT 99.3 - NCI, Inc. | c18570exv99w3.htm |
EX-23.1 - EXHIBIT 23.1 - NCI, Inc. | c18570exv23w1.htm |
Exhibit 99.2
AdvanceMed Corporation
(formerly a wholly owned subsidiary
of Computer Sciences Corporation)
(formerly a wholly owned subsidiary
of Computer Sciences Corporation)
Independent Auditors Report
To the Board of Directors
AdvanceMed Corporation
Fairfax, Virginia
AdvanceMed Corporation
Fairfax, Virginia
We have audited the accompanying balance sheet of the AdvanceMed Corporation (the Company)
(formerly a wholly owned subsidiary of Computer Sciences Corporation) as of April 1, 2011, and the
related statements of operations, former parents equity and comprehensive income, and cash flows
for the year ended April 1, 2011. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit
includes consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, such financial statements present fairly, in all material respects, the financial
position of AdvanceMed Corporation (formerly a wholly owned subsidiary of Computer Sciences
Corporation) as of April 1, 2011, and the results of its operations and its cash flows for the year
ended April 1, 2011, in conformity with accounting principles generally accepted in the United
States of America.
As described in Notes 1 and 2, the accompanying financial statements have been prepared from the
separate records maintained by Computer Sciences Corporation and such financial statements may not
necessarily be indicative of the conditions that would have existed or the results of operations if
the Company had been operated as an unaffiliated entity. Certain assets, liabilities and expenses
represent allocations of investments and costs from Computer Sciences Corporation.
DELOITTE
& TOUCHE LLP
June 16, 2011
McLean, Virginia
1
AdvanceMed Corporation
(formerly a wholly owned subsidiary of Computer Sciences Corporation)
Balance Sheet as of April 1, 2011
(formerly a wholly owned subsidiary of Computer Sciences Corporation)
Balance Sheet as of April 1, 2011
Current Assets |
||||
Cash and Cash Equivalents |
$ | | ||
Accounts Receivable, net |
17,128,225 | |||
Prepaid Expenses and Other Current Assets |
180,439 | |||
Total Current Assets |
17,308,664 | |||
Property, Plant and Equipment |
||||
Property, Plant and Equipment |
7,665,836 | |||
Less: Accumulated Depreciation |
(1,619,879 | ) | ||
Property, Plant & Equipment, net |
6,045,957 | |||
Goodwill |
12,759,860 | |||
Customer Intangible Net |
131,620 | |||
Total Assets |
$ | 36,246,101 | ||
Current Liabilities |
||||
Accounts Payable |
$ | 1,287,896 | ||
Accrued Expenses |
2,599,497 | |||
Other Current Liabilities |
110,106 | |||
Accrued and Deferred Income Taxes |
1,326,426 | |||
Accrued Employee Compensation |
2,507,268 | |||
Total Current Liabilities |
7,831,193 | |||
Long-Term Liabilities |
||||
Long Term Rent Escalation Liability |
398,327 | |||
Other Long Term Liabilities |
35,918 | |||
Pension and Other Postretirement Employee Benefits Liability |
630,725 | |||
Deferred Income Taxes |
705,826 | |||
Total Long -Term Liabilities |
1,770,796 | |||
Commitments and Contingencies (See Notes 9, 10 and 12) |
||||
Total Liabilities |
9,601,989 | |||
Former Parents Equity |
||||
Common Stock ($1.00 par value, 100 shares issued and outstanding) |
100 | |||
Capital Contributed by Computer Sciences Corporation |
26,071,566 | |||
Accumulated Other Comprehensive Loss |
(838,273 | ) | ||
Retained Earnings |
1,410,719 | |||
Total Former Parents Equity |
26,644,112 | |||
Total Liabilities & Former Parents Equity |
$ | 36,246,101 | ||
See notes to financial statements.
2
AdvanceMed Corporation
(formerly a wholly owned subsidiary of Computer Sciences Corporation)
Statement of Operations for the Year Ended April 1, 2011
(formerly a wholly owned subsidiary of Computer Sciences Corporation)
Statement of Operations for the Year Ended April 1, 2011
Revenue |
$ | 54,135,417 | ||
Cost of Sales |
51,348,603 | |||
Other General and Administrative Expenses |
446,467 | |||
Income Before Taxes |
2,340,347 | |||
Provision for Income Taxes |
929,628 | |||
Net Income |
$ | 1,410,719 | ||
See notes to financial statements.
AdvanceMed Corporation
(formerly a wholly owned subsidiary of Computer Sciences Corporation)
Statement of Former Parents Equity
and Comprehensive Income
For the Year Ended April 1, 2011
(formerly a wholly owned subsidiary of Computer Sciences Corporation)
Statement of Former Parents Equity
and Comprehensive Income
For the Year Ended April 1, 2011
Accumulated | ||||||||||||||||||||||||
Former Parents | Other | |||||||||||||||||||||||
Net Investment | Contributed | Comprehensive | Retained | |||||||||||||||||||||
in Business Unit | Common Stock | Capital | Loss | Earnings | Total | |||||||||||||||||||
April 2, 2010 |
||||||||||||||||||||||||
CSCs Net Investment in Business Unit |
$ | 10,288,655 | $ | | $ | | $ | | $ | | $ | 10,288,655 | ||||||||||||
Capitalization Items: |
||||||||||||||||||||||||
Issuance of Common Stock and Intercompany Account Contributed by CSC |
(11,071,454 | ) | 100 | 13,311,706 | 2,240,352 | |||||||||||||||||||
Allocation of Goodwill |
12,759,860 | 12,759,860 | ||||||||||||||||||||||
Beginning of Fiscal Year Accumulated Other Comprehensive Income Allocated by CSC |
782,799 | (782,799 | ) | | ||||||||||||||||||||
Change in Defined Benefit Amounts, net of tax |
(55,474 | ) | (55,474 | ) | ||||||||||||||||||||
Net Income for the Fiscal Year |
1,410,719 | 1,410,719 | ||||||||||||||||||||||
Comprehensive Income |
1,355,245 | |||||||||||||||||||||||
Balance as of April 1, 2011 |
$ | | $ | 100 | $ | 26,071,566 | $ | (838,273 | ) | $ | 1,410,719 | $ | 26,644,112 | |||||||||||
See notes to financial statements.
3
AdvanceMed Corporation
(formerly a wholly owned subsidiary of Computer Sciences Corporation)
Statement of Cash Flows
For the Year Ended April 1, 2011
(formerly a wholly owned subsidiary of Computer Sciences Corporation)
Statement of Cash Flows
For the Year Ended April 1, 2011
Cash flows from operating activities: |
||||
Net Income |
$ | 1,410,719 | ||
Add: Depreciation & Amortization |
1,538,564 | |||
Provision for losses on accounts receivable |
44,998 | |||
Deferred Taxes |
129,288 | |||
Changes in assets and liabilities |
||||
Decrease (increase) in accounts receivable |
(4,837,662 | ) | ||
Decrease (increase) in prepaid expenses |
30,425 | |||
Increase (decrease) in accounts payable and accruals |
2,894,047 | |||
Increase (decrease) in income tax payable & deferred taxes |
1,029,952 | |||
Net cash provided by operating activities |
$ | 2,240,331 | ||
Cash flows from investing activities: |
||||
Purchases of property, plant, and equipment |
$ | (4,073,190 | ) | |
Purchased and internally developed software |
(289,952 | ) | ||
Net cash used in investing activities |
$ | (4,363,142 | ) | |
Cash flows from financing activities: |
||||
Cash Contributed by Computer Sciences Corporation |
2,122,811 | |||
Net cash provided by financing activities |
$ | 2,122,811 | ||
Net change in cash and cash equivalents during year |
| |||
Cash and cash equivalents at beginning of period |
| |||
Cash and cash equivalents at end of period |
$ | | ||
Non-cash investing and financing activities: |
||||
Transfers of Property from the Former Parent, net |
$ | 117,541 |
See notes to financial statements.
4
AdvanceMed Corporation
(formerly a wholly owned subsidiary of Computer Sciences Corporation)
Notes to Financial Statements
(formerly a wholly owned subsidiary of Computer Sciences Corporation)
Notes to Financial Statements
For the Year Ended April 1, 2011
Note 1 Business Overview
On April 1, 2011, Computer Sciences Corporation divested of its AdvanceMed Corporation
subsidiary (AdvanceMed Corporation or AdvanceMed or the Business). For purposes of these
financial statements, as of April 1, 2011, AdvanceMed Corporation is a former wholly owned
subsidiary of Computer Sciences Corporation. As part of the preparation of these financial
statements, certain assets, liabilities, and contracts were carved out of Computer Sciences
Corporations North American Public Sectors accounting records.
AdvanceMed is a provider of healthcare program integrity services to enable government agencies to
detect and prevent fraud, waste and abuse in their benefit programs. AdvanceMed primarily supports
the U.S. Centers for Medicare and Medicaid Services. Its services include reviewing and assessing
beneficiary complaints to identify potential fraud; investigating fraud cases to obtain evidence
for potential legal or administrative actions; performing medical reviews to determine whether the
medical records show evidence of fraud; conducting data analysis to detect potential fraud cases
from pre and post payment perspective; delivering provider education; and identifying and
establishing pre-payment controls to identify potential fraud before processing claims payments.
Note 2 Summary of Significant Accounting Policies
Basis of Presentation
The financial statements and footnotes reflect the historical results of AdvanceMed Corporation,
formerly a wholly owned subsidiary of Computer Sciences Corporation (CSC or the Former Parent). AdvanceMed
has no investments in business entities.
The accompanying financial statements present, in conformity with accounting principles generally
accepted in the United States of America (GAAP), the assets, liabilities, revenues, and expenses,
comprehensive income, and cash flows related to the operations of AdvanceMed on an historical
basis.
The statement of operations includes all revenues and costs directly attributable to AdvanceMed,
including costs for certain functions and services directly charged or allocated to AdvanceMed, but
performed by centralized CSC organizations. Specific identifiable costs and expenses incurred by
the Former Parent on behalf of AdvanceMed are recognized in the accompanying financial statements
within the appropriate expense categories. Overhead costs and pooled expenses incurred by the
Former Parent on behalf of AdvanceMed are allocated to AdvanceMed utilizing various methods. See
further discussion of these costs in Note 3.
All of the allocations in the financial statements are based on assumptions that management
believes are reasonable under the circumstances and represent managements best estimates. However,
these allocations and estimates are not necessarily indicative of the costs and expenses that would
have resulted had AdvanceMed been operated as a separate stand-alone entity.
For purposes of preparing these financial statements, an applicable portion of CSCs unfunded
pension and other post retirement benefit obligations and the related accumulated other
comprehensive income, have been allocated to AdvanceMed. However, in connection with the sale of
AdvanceMed to NCI, Inc. described in Note 15, no portion of CSCs unfunded pension and other
postretirement benefit obligations, and the related accumulated other comprehensive income, is
being acquired or assumed by NCI, Inc.
Related-Party Transactions
Net accounts receivable and accounts payable between AdvanceMed and CSC or its operations or
subsidiaries have been reflected in Former Parents equity as capital contributed by Computer
Sciences Corporation in the accompanying statement of financial position.
In fiscal year 2011 AdvanceMed received services from CSC in the following areas: Accounting,
Accounts Payable, Billings/Cash Collections, Computer Systems, Employee Benefits, Legal, Facilities
Management, Government Compliance, Human Resources, Payroll, Procurement, Risk Management, Travel,
Treasury, and other services. Expenses, amounting to
$20,119,837 including unallowable costs related to the services received by AdvanceMed, were
allocated from the Former Parents books to AdvanceMeds financial statements. AdvanceMed recorded
the costs of these services as expense with a corresponding credit to capital contributed by
Computer Sciences Corporation.
5
Note 2 Summary of Significant Accounting Policies (continued)
Use of Estimates
GAAP requires management to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ from those estimates.
Amounts subject to significant judgments and estimates are, depreciable lives of fixed assets,
revenue recognition, allocations of assets, liabilities and costs from Computer Sciences
Corporation, cash flows used in the evaluation of impairment of intangible assets, the
collectability of receivables, and the calculation and allocation of funded status of pension
obligations.
Revenue Recognition
Substantially all of AdvanceMeds revenue is derived from services provided to the Federal
Government. AdvanceMed provides these services primarily under cost-reimbursable contracts.
Revenues are recognized when persuasive evidence of an arrangement exists, services or products
have been provided to the client, the sales price is fixed or determinable, and collectability is
reasonably assured.
For cost-reimbursable contracts, revenue is recorded at the time costs are incurred and associated
fees are recognized when probable and estimable by applying the estimated fee factor to costs as
incurred, such factor being determined by the contract provisions and prior experience.
Certain contracts contain provision for cost and/or performance incentives. Such incentives are
included in sales when amount can be reasonably determined and realization is probable. Amounts
representing contract change orders are included in sales only when they can be reliably estimated
and realization is probable.
Substantially all revenue for AdvanceMed is derived from services provided to the U.S. Centers for
Medicare and Medicaid Services, part of the U.S. Department of Health and Human Services.
General and Administrative Expenses
In accordance with industry practice and regulations that govern the cost accounting requirements
for government contracts, most general and administrative expenses are considered allowable and
allocable to government contracts. These costs are allocated to contracts-in-progress on a
systematic basis and are included as an element of cost of sales in AdvanceMeds statement of
operations. These indirect costs are allocated to contracts by a three-factor formula that includes
revenue, gross payroll and average net book value.
Income Taxes
Historically the results of AdvanceMed have been included in the federal and state tax returns of
CSC. Income tax expense and other tax-related information contained in these financial statements
are presented as if AdvanceMed filed its own tax returns on a stand-alone basis and were based on
the prevailing statutory rates for U.S. Federal income taxes and the composite state income tax
rate for AdvanceMed.
Accounting for income taxes requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between the financial statement carrying
amounts and the tax bases of assets and liabilities. AdvanceMed maintains valuation allowances
when, based on the weight of available evidence, it is more likely than not that all or a portion
of a deferred tax asset will not be realized. Determinations of the expected realization of
deferred tax assets and the need for any valuation allowance were evaluated based upon the
stand-alone financial attributes of AdvanceMed, and no valuation allowance was deemed necessary as
of April 1, 2011.
AdvanceMed recognizes uncertain tax positions in the financial statements when it is more likely
than not that the tax position will be sustained upon examination. Uncertain tax positions are
measured based on the probabilities that the uncertain tax position will be realized upon final
settlement. As of April 1, 2011, AdvanceMed has no significant uncertain tax positions.
Current income tax liabilities were assumed to be immediately settled by CSC and have been relieved
through the capital contributed by Computer Sciences Corporation line item.
Cash and Cash Equivalents
AdvanceMed considers cash on deposit and all highly liquid investments with original maturities of
3 months or less to be cash and cash equivalents.
Receivables
Receivables consist of amounts billed and currently due from customers, and amounts earned but
unbilled. The billable receivables included in the Accounts Receivable, net line item, represent
primarily revenue earned in the final month of the
reporting period, and total $6,736,220. Receivables are recorded at face amount, less an
allowance for doubtful accounts. As of April 1, 2011 our allowance for doubtful accounts was
$244,998.
6
Note 2 Summary of Significant Accounting Policies (continued)
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets primarily consist of prepaid insurance. Prepaid expense
are amortized to cost of services over the period to which such costs relate
Property and Equipment, Depreciation and Amortization
Property, equipment and leasehold improvements are recorded at cost. The cost of property and
equipment, less applicable residual values, is depreciated using the straight-line method.
Depreciation commences when the specific asset is complete, installed and ready for normal use. The
AdvanceMeds depreciation and amortization periods are as follows:
Property and Equipment |
||
Computers and Related Equipment |
3 to 5 years | |
Furniture and Other Equipment |
2 to 10 years | |
Leasehold Improvements |
Shorter of lease term or useful life | |
Software |
2 to 12 years |
Leases
AdvanceMed is contractually committed to various operating leases. Some lease agreements contain
incentives for tenant improvements, rent holidays, or rent escalation clauses. For incentives for
tenant improvements attributable to the Business, AdvanceMed records a deferred rent liability and
amortizes the deferred rent over the lease term as a reduction to rent expense. For rent holiday
and rent escalation clauses during the lease term, AdvanceMed records the minimum rental expense on
a straight line basis over the term of the lease. For purposes of amortizing lease incentives,
AdvanceMed begins amortization upon the right to access the facility and make improvements.
Goodwill and Intangible Assets
During the fiscal year 2011, AdvanceMed became a separate reporting unit of the Former Parent. The
goodwill assigned to AdvanceMed of $12,759,860 is based on the relative fair value of AdvanceMed in
comparison to the estimated fair value of the CSC reporting unit in which its operations were
included. Impairment tests are performed at least annually and more often if circumstances require.
The most recent annual impairment test was performed in February 2011 with no indications of
impairment. In performing the annual impairment test, AdvanceMed considered the NCI acquisition
price of $62 million in determining its fair value. Intangible assets consist of
acquisition-related contracts and are amortized over the
expected backlog life based on projected cash flows from fiscal year 2003 through fiscal year 2012.
Amortization expense for these intangible assets was $444,545 during the year ended April 1, 2011.
Self-Insurance Accruals
AdvanceMed participates in a CSC sponsored self-insured group medical insurance plan and these
financial statements include an allocation of expenses and accruals attributed to AdvanceMed
employees participating in the plan. The plan is designed to provide a specified level of coverage
for employees and their dependents. CSC estimates expenses and the required liability of such
claims utilizing actuarial methods based on various assumptions, which include, but are not limited
to CSCs historical loss
experience and projected loss development factors. Related self insurance accruals include amounts
related to the liability for reported claims and an estimated accrual for claims incurred but not
reported.
Workers Compensation
AdvanceMed is subject to federal and state workers compensation laws. AdvanceMed maintains a
deductible based, insured workers compensation plan. AdvanceMed estimates the required liability
for such claims and premium funding requirements on an undiscounted basis utilizing actuarial
methods based on various assumptions, which include, but are not limited to, our historical loss
experience and projected loss development factors as compiled in an annual actuarial study. Related
accruals include amounts related to the liability for reported claims and an estimated accrual for
claims incurred but not reported. The workers compensation liability on an undiscounted basis is
$78,677 as of April 1, 2011.
Pension and Post Retirement Benefits
Eligible AdvanceMed employees are covered by the Former Parent-sponsored defined benefit pension
plans and an employee is also covered by a postretirement healthcare plan. Participating employees
are eligible for benefits at age 65. The pension and postretirement liabilities recognized as of
April 1, 2011 were derived by determining the projected benefit obligation (PBO) for
participating employees as of April 1, 2011. Pension assets were allocated to AdvanceMed based on
the ratio of the PBO for
AdvanceMed employees to the total PBO for the CSC plan. The defined benefit pension plan was
amended on May 20, 2009 to freeze the future accrual of benefits for participants effective July
10, 2009.
7
Note 2 Summary of Significant Accounting Policies (continued)
CSC also sponsors a 401(k) defined contribution plan in which most AdvanceMed employees are
eligible to participate. For the year ended April 1, 2011, AdvanceMed incurred expenses of
$515,167, related to its matching of employee contributions.
Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive loss as of April 1, 2011, are as follows:
Unamortized benefit plan costsnet of tax effects of $544,410 as of April 1, 2011 |
$ | (838,273 | ) | |
Total accumulated comprehensive loss |
$ | (838,273 | ) | |
Nature of Business and Concentration Risk
AdvanceMed derives substantially all of its revenues from a single customer, U.S. Centers for
Medicare and Medicaid Services.
Note 3 Corporate Costs and Other Costs
Allocated Corporate Costs and Other Costs
CSC provides certain services to AdvanceMed and incurs expenses on behalf of AdvanceMed. The costs
are financed and considered immediately settled between CSC and AdvanceMed and are recorded as
capital contributed by Computer Sciences Corporation. These support allocations are generally
included in AdvanceMeds cost pools and are allocated to AdvanceMeds contracts, unless
specifically prohibited by the Federal Acquisition Regulations. These costs are generally 1)
allocated to AdvanceMeds contracts using a three-factor formula that considers AdvanceMeds
relative amount of revenues, payroll, and net book value; and 2) fall into one of three categories:
Management and Support Services Coststhese costs include functional costs such as finance, tax,
treasury, risk management, legal, internal audit, human resources, employee benefits
administration, and other administrative services.
Shared Service and Infrastructure Coststhese
costs include information technology support, systems maintenance, telecommunications, procurement
and other shared services.
Former Parent Provided Benefitsthese costs include group medical, dental, and vision insurance,
401(k) savings plan, pension and post retirement benefits, incentive compensation, and other
benefits. These costs are typically allocated to AdvanceMed on specific identification of the
benefits provided to AdvanceMed employees participating in these plans.
Management believes that the methods of allocating these costs are reasonable, consistent with past
practices, and in conformity with the Federal Acquisition Regulations. These costs may not be
indicative of the costs AdvanceMed would incur to obtain these same services as a separate
stand-alone entity.
Fiscal year 2011 allocated corporate costs and other costs totaled $19,789,544 and are included in
AdvanceMeds cost of sales within the statement of operations.
Unallocated Corporate Costs and Other Costs
Unallocated corporate and other costs include the portion of corporate home office expenses not
considered allowable or allocable under applicable Cost Accounting Standards (CAS) or the Federal
Acquisition Regulations and therefore are expensed as incurred and not allocated to AdvanceMeds
contracts. Also included is the net pension and postretirement benefits adjustment, which reflects
the difference between pension expense determined in accordance with U.S. GAAP and the allocable
pension expense determined in accordance with CAS. Total fiscal year 2011 unallocated corporate and
other costs totaled $330,293, and are included in AdvanceMeds other general and administrative
expenses within the statement of operations.
8
Note 4 Cash Management Services Provided by CSC
CSC utilizes a central cash management system in which AdvanceMed participates. AdvanceMeds
cash receipts are swept daily into a CSC concentration account and CSC provides funding for working
capital and capital expenditures of AdvanceMed in the form of intercompany contributions having no
formal repayment terms or interest requirements. As such, all intercompany activity is reflected as
a capital contribution in the statement of former parents equity. As a result of the centralized
cash management system, the financial statements exclude cash and cash equivalents.
Note 5 Receivables
Receivables consist of billed and unbilled amounts as follows:
Billed and Billable Receivables |
$ | 14,110,931 | ||
Unbilled Receivables |
3,262,292 | |||
Total Accounts Receivable |
17,373,223 | |||
Less: Allowance for Doubtful Accounts |
244,998 | |||
Total Accounts Receivable, Net |
$ | 17,128,225 | ||
Unbilled recoverable amounts under contracts in progress generally become billable upon
completion of a specified contract, negotiation of contract modifications, completion of government
audit activities, achievement of project milestones or acceptance by the customer. Billed and
Billable Receivables include $6,736,220 of unbilled receivables that were billable as of year-end
but where invoices were not issued until after the end of the period.
The allowance for doubtful accounts mainly represents estimates of indirect costs which may not be
successfully negotiated and collected. Indirect costs for the years subsequent to April 2001 have
yet to be closed out with the U.S. Government.
Note 6 Property and Equipment
The following table details property and equipment:
Computer Equipment |
$ | 3,780,975 | ||
Furniture and Equipment |
1,224,387 | |||
Leasehold Improvements |
1,766,397 | |||
Construction in Progress |
529,078 | |||
Software |
364,999 | |||
Total Property & Equipment |
$ | 7,665,836 | ||
Less: Accumulated Depreciation and Amortization |
1,619,879 | |||
Net Property and Equipment |
$ | 6,045,957 | ||
Depreciation
expense for the fiscal year ended April 1, 2011 was $1,094,019.
Note 7 Accrued Expenses
Other accrued expenses consist of the following:
Accrued Subcontract Costs |
$ | 1,068,646 | ||
Accrued Bonus (including retention bonuses) |
727,428 | |||
Current Pension/OPEB |
115,078 | |||
Other |
688,345 | |||
Total Accrued Expenses |
$ | 2,599,497 | ||
Note 8 Retention Bonuses
In March of 2011, certain key employees earned retention bonuses totaling $680,025 to
incentivize them to remain in employment through the closing date of the AdvanceMed sale (see
Subsequent Events footnote). These retention bonuses were fully accrued as of April 1, 2011 (these
bonuses were paid on April 20, 2011) and are included within the total cost of sales.
9
Note 9 Leases
AdvanceMed leases office space and equipment under operating leases that expire on various
dates through January 2016. Several of the leases contain escalation clauses ranging from 2.0% to
3.0% per year, which are reflected in the amounts below. Below is a summary of AdvanceMeds future
lease commitments.
Year | ||||
2012 |
$ | 1,751,951 | ||
2013 |
1,499,666 | |||
2014 |
1,190,909 | |||
2015 |
904,436 | |||
2016 |
283,012 | |||
2017 and Thereafter |
0 | |||
Total Minimum Lease Payments |
$ | 5,629,974 | ||
Note 10 Litigation
AdvanceMed is subject to investigations, audits and reviews relating to compliance with
various laws and regulations with respect to its role as a contractor to agencies and departments
of the U.S. Government. Such matters can lead to criminal, civil or administrative proceedings and
AdvanceMed could be faced with penalties, fines, repayments or compensatory damages. Adverse
findings could also have a material adverse effect on AdvanceMed because of its reliance on
government contracts. AdvanceMed is subject to periodic audits by state and local governments for
taxes other than income taxes. AdvanceMed is also involved in various claims and lawsuits arising
in the normal conduct of its business, including but not limited to various employment litigation
matters and charges before administrative agencies. Although AdvanceMed can give no assurance,
based upon its evaluation and taking into account the advice of legal counsel, AdvanceMed does not
believe that the outcome of any such matter would likely have a material adverse effect on
AdvanceMeds consolidated financial position, results of operations, or cash flows.
Note 11 Pension and Other Benefit Plans
Pension Plans
AdvanceMed utilizes actuarial methods required by ASC 715 to recognize the expense for pension and
other postretirement benefit plans. Inherent in the application of these actuarial methods are key
assumptions, including, but not limited to, discount rates and expected long-term rates of return
on plan assets. Changes in the related pension and other postretirement benefit costs may occur in
the future, due to changes in the underlying assumptions.
The following tables provide reconciliations of the changes in the plans projected benefit
obligations and assets, and a statement of their funded status.
Pension | OPEB | |||||||
Reconciliation of Projected Benefit Obligation |
||||||||
Projected Benefit Obligation at the Beginning of the Year |
$ | 5,319,078 | $ | 64,226 | ||||
Interest Cost |
326,951 | 3,910 | ||||||
Actuarial (Gain) or Loss |
156,570 | 2,557 | ||||||
Benefits Paid |
(34,781 | ) | 0 | |||||
Change in Plan Provisions |
0 | (27,948 | ) | |||||
Projected Benefit Obligation at the End of the Year |
$ | 5,767,818 | $ | 42,745 | ||||
10
Note 11 Pension and Other Benefit Plans (continued)
Pension | OPEB | |||||||
Reconciliation of Plan Assets |
||||||||
Fair Value of Plan Assets at the Beginning of the Year |
$ | 4,501,351 | $ | 26,963 | ||||
Actual Return on Plan Assets |
469,879 | 3,268 | ||||||
Employer Contributions |
95,207 | 2,873 | ||||||
Benefits Paid |
(34,781 | ) | 0 | |||||
Fair Value of Assets at the End of the Year |
5,031,656 | 33,104 | ||||||
Funded Status at the End of the Year |
$ | (736,162 | ) | $ | (9,641 | ) | ||
The following table provides the amounts recorded in AdvanceMeds balance sheet.
Pension | OPEB | |||||||
Current Liabilities |
$ | 112,839 | $ | 2,239 | ||||
Non-Current Liabilities |
623,323 | 7,402 | ||||||
Total Liability |
$ | 736,162 | $ | 9,641 | ||||
The
accumulated pension benefit obligation as of April 1, 2011 was $5,767,818.
The following is a summary of amounts in accumulated other comprehensive loss, before tax effects,
as of April 1, 2011 that have not been recognized in the statements of operations as components of
net periodic pension cost, included in cost of services and other general and administrative
expenses.
Pension | OPEB | |||||||
Amounts Recognized in Accumulated Other Comprehensive Loss |
||||||||
Prior Service Cost/(Credit) |
$ | 0 | $ | (27,538 | ) | |||
Net Actuarial Loss/(Gain) |
1,382,683 | 27,706 | ||||||
Total |
$ | 1,382,683 | $ | 168 | ||||
The following table summarizes the assumptions used in the determination of the Companys
defined benefit plans benefit obligations as of April 1, 2011.
Pension | OPEB | |||||||
Assumptions at the End of the Year |
||||||||
Discount Rate |
5.75 | % | 5.05 | % | ||||
Rate of Compensation Increase |
N/A | N/A |
The assumed healthcare cost trend rate used in measuring the expected benefit obligation for
postretirement benefit plan was 9.0% for fiscal year 2011, declining to 5.0% for 2018 and
subsequent years. The assumed healthcare cost trend rate has a significant effect on the amounts
reported for the postretirement benefit plan. A 1.0% change in the assumed healthcare cost trend
rate would have had the following effect:
One Percentage Point (1.0%) | ||||||||
Increase | Decrease | |||||||
Effect on accumulated postretirement benefit obligation as of April 1, 2011 |
$ | 626 | $ | 397 | ||||
Effect on net periodic postretirement benefit cost for fiscal 2011 |
$ | 2,366 | $ | 2,016 |
11
Note 11 Pension and Other Benefit Plans (continued)
The net periodic pension cost included the following components:
Pension | OPEB | |||||||
Interest Cost |
$ | 326,951 | $ | 3,910 | ||||
(Expected Return on Plan Assets) |
(342,181 | ) | (2,489 | ) | ||||
Amortization of Transition Obligation/(Asset) |
0 | 346 | ||||||
Amortization of Net (Gain) or Loss |
35,669 | 14,032 | ||||||
Net Periodic Benefit Cost: |
$ | 20,439 | $ | 15,799 | ||||
For the defined benefit pension plan, the amounts that will be amortized from accumulated
other comprehensive income into net periodic pension cost over the next fiscal year are: estimated
net transitional obligation $0; prior service cost $0; and actuarial loss $44,951.
For other postretirement benefit plans, the amounts that will be amortized from accumulated other
comprehensive loss into net periodic benefit cost over the next fiscal year are: estimated net
transitional obligation $0; prior service cost ($27,538); and actuarial loss $16,857.
The assumptions used to determine net periodic benefit cost were:
Pension | OPEB | |||||||
Discount Rate |
6.20 | % | 6.20 | % | ||||
Expected Long-term Return on Plan Assets |
8.25 | % | 8.25 | % | ||||
Rates of Increase in Compensation |
n/a | n/a |
Information about the expected cash flows for pension plans as of April 1, 2011 is as follows:
Pension | OPEB | |||||||
Contributions for the FY 2012 (expected) |
$ | 101,844 | $ | 0 | ||||
Estimated Future Benefit Payments Reflecting Expected Future Service: |
||||||||
Fiscal Year Ending 2012 |
$ | 112,839 | $ | 2,239 | ||||
Fiscal Year Ending 2013 |
142,903 | 3,141 | ||||||
Fiscal Year Ending 2014 |
191,126 | 4,222 | ||||||
Fiscal Year Ending 2015 |
211,006 | 4,413 | ||||||
Fiscal Year Ending 2016 |
233,712 | 4,265 | ||||||
Fiscal Years Ending 2017 to 2021 |
1,603,562 | 18,805 |
Retirement Plan Asset Strategy
Computer Science Corporations investment goals and risk management strategy for plan assets takes
into account a number of factors, including the time horizon of the pension plans obligations.
Plan assets are invested in various asset classes that are expected to produce a sufficient level
of diversification and a reasonable amount of investment return over the long term. Sufficient
liquidity is maintained to meet benefit obligations as they become due. Third party investment
managers are employed to invest assets in both passively indexed and actively managed strategies.
Equities are primarily invested broadly in U.S. and non-U.S. companies across market
capitalizations and industries. Fixed income securities are invested broadly, primarily in
corporate credit, U.S. Agency mortgages and U.S. Treasuries.
Risks include, but are not limited to, decreases in public equity prices, decreases in yields on
high-quality corporate bonds that form the basis of our discount rates, longevity risks and
inflation risks. These risks, among others, could cause the plans funded status to deteriorate,
increasing reliance on company contributions. Derivatives are permitted, although their use is
limited. They
are primarily used in the fixed income portfolios for duration and interest rate risk management
and equity portfolios to gain market exposure. For the pension trust, an allocation range by asset
class is developed. The allocation had a significant.
12
Note 11 Pension and Other Benefit Plans (continued)
weighting to equity investments in part due to the relatively long duration of the plans
obligations. Asset allocations are monitored closely and investment reviews are conducted
regularly.
Retirement Plan Asset Valuation Techniques
Money Market Funds are primarily short-term money market commingled funds that are categorized as
Level 2. They are valued at cost plus accrued interest which approximates fair value.
Equity Funds and Debt Funds are categorized as Level 2. They are valued by an independent trustee
that uses third-party pricing services. These services use, for example, model-based pricing
methods that use observable market data as inputs. Broker dealer bids or quotes of securities with
similar characteristics may also be used.
The fair value of our pension plan assets and postretirement benefit plans as of April 1, 2011, is
as follows:
Fair value of pension plan assets |
$ | 5,031,656 | ||
Fair value of other postretirement benefit plan assets |
33,104 | |||
Total fair value of retirement plan assets as of April 1, 2011 |
$ | 5,064,760 | ||
All plan assets are considered Level 2 within the fair value hierarchy. The fair value of plan
assets broken out by asset category as of April 1, 2011 is as follows:
Money Market Funds |
$ | 100,028 | 2 | % | ||||
Equity Funds |
3,586,145 | 71 | % | |||||
Debt Funds |
1,378,587 | 27 | % | |||||
Total fair value of retirement plan assets as of April 1, 2011 |
$ | 5,064,760 | 100 | % | ||||
Return on Assets
Computer Sciences Corporation uses a building block approach to compute the expected long-term
rate of return using major asset classes such as equities and bonds. Starting with long run
projected bond yields, an equity risk premium is added to estimate the equity long-term rate of
return. Consideration is also given to the extent active management is employed in each asset
class. A single expected long-term rate of return on plan assets is then calculated by weighting
each asset class. Historical returns and peer data were also reviewed for reasonableness.
Retirement Plan Discount Rate
The discount rate assumption is prepared using a two-step process. The first step discounts the
stream of expected annual benefit payments using high-quality corporate bond yields. In step two,
the sum of each years discounted benefit payments is used to determine a single equivalent
discount rate. More specifically, the discount rate was determined by discounting each future
years expected benefit payments (excluding future service) by a corresponding rate in two
nationally recognized independent third-party yield curves, going out 75 years into the future
(after year 30, future discount rates were derived using the year 30 rates.) The discounting of
future benefit payments resulted in an equivalent present value as if all future benefits were
discounted at the single rate (average of two).
Medicare Prescription Drug, Improvement and Modernization Act of 2003
The effect of the Medicare prescription drug subsidy from the Medicare Prescription Drug,
Improvement and Modernization Act of 2003 to reduce AdvanceMeds net periodic postretirement
benefit cost and accumulated postretirement benefit obligation for fiscal year 2011 was not
material.
Note 12 Contingencies
Payments to AdvanceMed on Federal Government contracts are subject to adjustment upon audit by
various agencies of the Federal Government. Audits of costs and the related payments have been
performed by the various agencies through fiscal
year 2001 for AdvanceMed. In the opinion of management, the final determination of costs and
related payments for unaudited years will not have a material effect on AdvanceMeds financial
position, results of operations, or liquidity.
13
Note 13 Income Taxes
Significant components of the provision for income taxes for FY11 are as follows:
Current |
||||
Federal |
$ | 631,498 | ||
State |
168,842 | |||
Total Current Provision |
800,340 | |||
Deferred |
||||
Federal |
102,502 | |||
State |
26,786 | |||
Total Deferred Provision |
129,288 | |||
Total Income Tax Provision |
$ | 929,628 | ||
The differences between the expense from income taxes at the statutory U.S. federal income tax
rate of 34% and those reported in the Statements of Operations are as follows:
Federal Income tax at statutory rates |
34.00 | % | ||
State income taxes, net of federal benefit |
5.52 | % | ||
Other |
0.20 | % | ||
Effective Tax Rate |
39.72 | % | ||
Other differences are primarily driven by the domestic manufacturing deduction and
nondeductible lobbying costs. Deferred income taxes arise from temporary differences in the
recognition of income and expenses for income tax purposes and were computed using the liability
method reflecting the net tax effects of temporary differences between the carrying amounts of
assets and liabilities for financial statement purposes and the amounts used for income tax
purposes. Components of AdvanceMeds deferred tax assets and liabilities are as follows:
Deferred Tax Assets |
||||
Current |
||||
Accrued Vacation and Compensation |
$ | 548,027 | ||
Allowance for Doubtful Accounts |
96,490 | |||
Other |
122,569 | |||
Subtotal Current Deferred Tax Assets |
767,086 | |||
Non-Current |
||||
Deferred Rent |
156,884 | |||
Pension & OPEB |
293,739 | |||
Subtotal Non-Current Deferred Tax Assets |
450,623 | |||
Total Gross Deferred Tax Assets |
1,217,709 | |||
Less: Valuation Allowance |
| |||
Total Deferred Tax Assets |
$ | 1,217,709 | ||
Deferred Tax Liabilities |
||||
Current |
||||
Unbilled Receivables |
$ | (1,284,873 | ) | |
Prepaid Insurance |
(22,187 | ) | ||
Subtotal Current Deferred Tax Liabilities |
(1,307,060 | ) | ||
Non-Current |
||||
Property & Equipment |
(1,104,609 | ) | ||
Intangible Assets |
(51,840 | ) | ||
Subtotal Non-Current Deferred Tax Liabilities |
(1,156,449 | ) | ||
Total Deferred Tax Liabilities |
$ | (2,463,509 | ) | |
Net Deferred Tax Liabilities |
$ | (1,245,800 | ) | |
14
Note 13 Income Taxes (continued)
Although realization is not assured, management believes it is more likely than not that all
deferred tax assets will be realized.
The Companys analysis of uncertain tax positions determined that the Company had no significant
uncertain tax positions as of April 1, 2011. The Company does not anticipate any material changes
in this position in the next 12 months.
The Company is subject to income taxes in the U.S. and various state jurisdictions. Tax statutes
and regulations within each jurisdiction are subject to interpretation and require significant
judgment to apply. Tax years related to U.S. Federal and various state jurisdictions remain
subject to examination for tax period ended on or after April 2005.
Note 14 Fair Value Measurements
Fair value is the price that would be received to sell an asset or paid to transfer a
liability in the principal or most advantageous market in an orderly transaction between
marketplace participants. Various valuation approaches can be used to determine fair value, each
requiring different valuation inputs. The following hierarchy classifies the inputs used to
determine fair value into three levels:
| Level 1 Quoted prices for identical instruments in active markets |
| Level 2 Quoted prices for similar instruments in active markets, quoted prices for
identical or similar instruments in markets that are not active, and model-derived valuations
in which all significant inputs and significant value drivers are observable in active markets |
| Level 3 Valuations derived from valuation techniques in which one or more significant
inputs or significant value drivers are unobservable |
AdvanceMeds financial instruments include primarily trade receivables and
vendor payables. As of April 1, 2011, the carrying value of all financial instruments approximated
their fair value. See Note 11 for a discussion of the fair value
measurements relevant to the defined benefit plans.
AdvanceMeds nonfinancial assets and liabilities, which are measured at fair value on a
nonrecurring basis, include goodwill, intangible assets and other long-lived assets. These assets
and liabilities are initially measured at fair value in a business combination and subsequently
measured if there is an indication of impairment. There were not any re-measurements of
nonfinancial assets or liabilities at fair value during fiscal year 2011.
Note 15 Subsequent Event
On April 1, 2011, NCI, Inc. completed its purchase of 100% of the stock of AdvanceMed. Under
the terms of the purchase agreement, NCI acquired AdvanceMed for $62.0 million in cash, subject to
certain adjustments.
15