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8-K/A - FORM 8-K AMENDMENT - LifeCare Holdings, Inc.d241202d8ka.htm
EX-99.3 - UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION - LifeCare Holdings, Inc.d241202dex993.htm
EX-99.1 - THE AUDITED COMBINED BALANCE SHEETS - LifeCare Holdings, Inc.d241202dex991.htm

Exhibit 99.2

HealthSouth’s Wholly Owned

Long-Term Acute Care Hospitals

Combined Financial Statements

Three and Six Months Ended June 30, 2011 and 2010


HealthSouth’s Wholly Owned Long-Term Acute Care Hospitals

Index to Condensed Combined Financial Statements

(Unaudited)

 

Condensed combined financial statements (unaudited):

  

Condensed combined statements of operations for each of the three- and six-month periods ended June 30, 2011 and 2010

     2   

Condensed combined balance sheets as of June 30, 2011 and December 31, 2010

     3   

Condensed combined statements of changes in invested equity for each of the six-month periods ended June 30, 2011 and 2010

     4   

Condensed combined statements of cash flows for each of the six-month periods ended June 30, 2011 and 2010

     5   

Notes to condensed combined financial statements

     6   

 

1


HealthSouth’s Wholly Owned Long-Term Acute Care Hospitals

Condensed Combined Statements of Operations

(Unaudited)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2011     2010     2011     2010  
     (In Thousands)  

Net operating revenues

   $ 26,294      $ 25,603      $ 54,423      $ 52,526   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

        

Salaries and benefits

     13,033        13,188        26,063        26,326   

Supplies

     3,549        3,341        7,050        6,898   

Other operating expenses

     2,329        2,604        4,782        5,028   

Contract services

     1,964        1,976        3,820        3,487   

General and administrative expenses

     1,507        1,542        3,120        3,174   

Depreciation

     639        641        1,278        1,285   

Occupancy costs

     1,130        1,078        2,319        2,265   

Provision for doubtful accounts

     589        686        1,132        1,578   

Loss on disposal of assets

     2        18        15        31   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     24,742        25,074        49,579        50,072   

Interest expense

     31        —          61        —     

Interest income

     (6     (4     (16     (13
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income tax expense (benefit)

     1,527        533        4,799        2,467   

Provision for income tax expense (benefit)

     600        (713     1,812        46   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 927      $ 1,246      $ 2,987      $ 2,421   
  

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes to condensed combined financial statements are an integral part of these statements.

 

2


HealthSouth’s Wholly Owned Long-Term Acute Care Hospitals

Condensed Combined Balance Sheets

(Unaudited)

 

     June 30,
2011
     December 31,
2010
 
     (In Thousands)  
Assets      

Current assets:

     

Cash and cash equivalents

   $ 7       $ 74   

Accounts receivable, net of allowance for doubtful accounts of $3,321 in 2011; $2,947 in 2010

     17,241         17,276   

Prepaid expenses and other current assets

     1,084         1,192   

Deferred income tax assets

     2,063         2,063   
  

 

 

    

 

 

 

Total current assets

     20,395         20,605   

Property and equipment, net

     31,334         32,278   

Goodwill

     11,016         11,016   

Deferred income tax assets

     1,784         1,784   
  

 

 

    

 

 

 

Total assets

   $ 64,529       $ 65,683   
  

 

 

    

 

 

 
Liabilities and Invested Equity      

Current liabilities:

     

Accounts payable

   $ 3,107       $ 3,691   

Accrued payroll

     3,786         2,833   

Refunds due patients and other third-party payors

     1,647         1,629   

Other accrued expenses

     577         614   
  

 

 

    

 

 

 

Total current liabilities

     9,117         8,767   

Deferred rent

     260         396   
  

 

 

    

 

 

 
     9,377         9,163   
  

 

 

    

 

 

 

Commitments and contingencies

     

Invested equity:

     

HealthSouth’s net investment

     55,152         56,520   
  

 

 

    

 

 

 

Total liabilities and invested equity

   $ 64,529       $ 65,683   
  

 

 

    

 

 

 

The accompanying notes to condensed combined financial statements are an integral part of these balance sheets.

 

3


HealthSouth’s Wholly Owned Long-Term Acute Care Hospitals

Condensed Combined Statements of Changes in Invested Equity

(Unaudited)

 

     Total Invested
Equity
 

Balance as of December 31, 2010

   $ 56,520   

Net income

     2,987   

Net advances to HealthSouth

     (4,355
  

 

 

 

Balance as of June 30, 2011

   $ 55,152   
  

 

 

 
     Total Invested
Equity
 

Balance as of December 31, 2009

   $ 57,350   

Net income

     2,421   

Net advances to HealthSouth

     (4,918
  

 

 

 

Balance as of June 30, 2010

   $ 54,853   
  

 

 

 

The accompanying notes to condensed combined financial statements are an integral part of these statements.

 

4


HealthSouth’s Wholly Owned Long-Term Acute Care Hospitals

Condensed Combined Statements of Cash Flows

(Unaudited)

 

     Six Months Ended June 30,  
     2011     2010  
     (In Thousands)  

Cash flows from operating activities:

    

Net income

   $ 2,987      $ 2,421   
  

 

 

   

 

 

 

Adjustments to reconcile net income to net cash provided by operating activities—

    

Provision for doubtful accounts

     1,132        1,578   

Depreciation

     1,278        1,285   

Loss on disposal of assets

     15        31   

(Increase) decrease in assets

    

Accounts receivable

     (1,097     (1,086

Prepaid expenses and other current assets

     108        37   

(Decrease) increase in liabilities—

    

Accounts payable

     (574     (583

Accrued payroll

     953        935   

Refunds due patients and other third-party payors

     18        534   

Other accrued expenses

     (37     156   

Deferred rent

     (136     (115
  

 

 

   

 

 

 

Total adjustments

     1,660        2,772   
  

 

 

   

 

 

 

Net cash provided by operating activities

     4,647        5,193   
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Capital expenditures

     (341     (454
  

 

 

   

 

 

 

Net cash used in investing activities

     (341     (454
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Net cash advances to HealthSouth

     (4,373     (4,918
  

 

 

   

 

 

 

Net cash used in financing activities

     (4,373     (4,918
  

 

 

   

 

 

 

Decrease in cash and cash equivalents

     (67     (179

Cash and cash equivalents at beginning of year

     74        182   
  

 

 

   

 

 

 

Cash and cash equivalents at end of year

   $ 7      $ 3   
  

 

 

   

 

 

 

The accompanying notes to condensed combined financial statements are an integral part of these statements.

 

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HealthSouth’s Wholly Owned Long-Term Acute Care Hospitals

Notes to Condensed Combined Financial Statements

 

1. Basis of Presentation

HealthSouth’s Wholly Owned Long-Term Acute Care Hospitals (the “LTCHs,” “we,” “us,” or “our”) provide medical treatment to patients with chronic diseases and/or complex medical conditions. As of June 30, 2011, we operated five freestanding long-term acute care hospitals that are wholly owned by HealthSouth Corporation (“HealthSouth”) or one of its subsidiaries. We also operated two remote locations from one of our hospitals. The LTCHs are organized as corporations or limited liability companies and are located in Florida, Louisiana, Nevada, and Pennsylvania.

The accompanying unaudited condensed combined financial statements of the LTCHs should be read in conjunction with the audited combined financial statements and accompanying notes as of and for each of the years in the three-year period ended December 31, 2010. The unaudited condensed combined financial statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission applicable to interim financial information. Certain information and note disclosures included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been omitted in these interim statements, as allowed by such SEC rules and regulations. The condensed combined balance sheet as of December 31, 2010 has been derived from audited financial statements, but it does not include all disclosures required by GAAP. However, we believe the disclosures are adequate to make the information presented not misleading.

The unaudited results of operations for the interim periods shown in these financial statements are not necessarily indicative of operating results for the entire year. In our opinion, the accompanying condensed combined financial statements recognize all adjustments of a normal recurring nature considered necessary to fairly state the financial position, results of operations, and cash flows for each interim period presented.

The condensed combined financial statements have been derived from the financial statements and accounting records of the LTCHs using the historical results of operations and historical basis of assets and liabilities of the LTCHs’ operations. Management believes the allocations underlying the condensed combined financial statements are reasonable. However, the condensed combined financial statements included herein may not necessarily represent the LTCHs’ financial position, results of operations, and cash flows in the future or what its financial position, results of operations, and cash flows would have been had the LTCHs operated as a stand-alone entity during the periods presented.

The condensed combined financial statements include allocations of certain HealthSouth corporate expenses. The LTCHs’ allocated expenses primarily include administrative expenses such as information technology services, accounting, human resources, legal, and a pro rata share of the occupancy costs of the corporate office facilities. Allocations were made primarily based on a percentage of revenues or full-time equivalent employees, which management believes represents a reasonable allocation methodology. The allocated expenses amounted to $1.5 million in the three months ended June 30, 2011 and 2010. The allocated expenses amounted to $3.1 million and $3.2 million in the six months ended June 30, 2011 and 2010, respectively. The allocated expenses are included in General and administrative expenses in the accompanying condensed combined statements of operations. Management of the LTCHs believes the allocated amount of these services is a reasonable representation of the services performed or benefited by the LTCHs as hospitals of HealthSouth. However, these allocations and estimates are not necessarily indicative of the costs and expenses that would have resulted if the LTCHs had been operated as a stand-alone entity.

HealthSouth uses a centralized approach to cash management and the finance of its operations. Cash deposits from the LTCHs’ facility-level bank accounts are transferred to HealthSouth on a regular basis and are netted against HealthSouth’s net investment. As a result, none of HealthSouth’s cash, cash equivalents, or debt (or related interest expense or HealthSouth’s loss on early extinguishment of debt) at the corporate level has been allocated to the LTCHs in the combined financial statements. Cash in the combined financial statements represents amounts held locally by the LTCHs’ operations.

On August 1, 2011, HealthSouth completed a transaction with LifeCare Holdings, Inc. (“LifeCare”) to sell substantially all of the assets of the LTCHs to LifeCare for total consideration of $117.5 million, consisting of cash and retained working capital.

 

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HealthSouth’s Wholly Owned Long-Term Acute Care Hospitals

Notes to Condensed Combined Financial Statements

 

The financial statements of the LTCHs have been derived from the financial statements of HealthSouth, which issued its unaudited interim financial statements for the same periods presented herein on August 4, 2011. Accordingly, management has evaluated transactions for consideration as recognized subsequent events in the unaudited interim financial statements through August 4, 2011. Additionally, management has evaluated transactions that occurred as of the issuance date of these financial statements, or August 19, 2011, for purposes of disclosure of unrecognized subsequent events.

Guarantees—

HealthSouth’s obligations under certain of its debt agreements are jointly and severally guaranteed by all of the LTCHs.

Recent Accounting Pronouncements—

Other than as disclosed in the audited combined financial statements of the LTCHs as of and for each of the years in the three-year period ended December 31, 2010, we do not believe any recently issued, but not yet effective, accounting standards will have a material effect on our combined financial position, results of operations, or cash flows.

 

2. Income Taxes

Our Provision for income tax expense for the three months ended June 30, 2011 is comprised of estimated income tax expense based on the application of our estimated effective blended federal and state income tax rate of approximately 39% to our pre-tax income. Our Provision for income tax expense for the six months ended June 30, 2011 is comprised of (1) estimated income tax expense based on the application of our estimated effective blended federal and state income tax rate of approximately 39% to our pre-tax income offset by (2) the receipt of $0.1 million of interest associated with state income tax refunds.

Our Provision for income tax (benefit) expense for the three and six months ended June 30, 2010 is comprised of (1) estimated income tax expense based on the application of our estimated effective blended federal and state income tax rate of approximately 39% to our pre-tax income offset by (2) approximately $0.9 million of income tax benefits associated with the filing of amended state income tax returns and a reduction in unrecognized tax benefits due to the lapse of the applicable statute of limitations for certain state claims.

Our continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. No material amounts related to interest and/or penalties were recorded during the three or six months ended June 30, 2011 or 2010, nor were there any amounts recorded for accrued interest as of June 30, 2011 or December 31, 2010.

HealthSouth’s and the LTCHs’ federal and state income tax returns are periodically examined by various regulatory taxing authorities. In connection with such examinations, HealthSouth has settled federal income tax examinations with the Internal Revenue Service for all tax years through 2008. At this time, HealthSouth has no ongoing income tax audits by regulatory taxing authorities.

As of June 30, 2011, we have no material unrecognized tax benefits that need to be considered by management in its estimate of our potential net recovery of prior years’ income taxes.

 

3. Contingencies

HealthSouth operates in a highly regulated and litigious industry. As a result, various lawsuits, claims, and legal and regulatory proceedings, some of which directly impact the LTCHs, have been and can be expected to be instituted or asserted against HealthSouth. The resolution of any such lawsuits, claims, or legal and regulatory proceedings could materially and adversely affect our financial position, results of operations, and cash flows in a given period. The matters that directly relate to the LTCHs are discussed below.

The False Claims Act, 18 U.S.C. § 287, allows private citizens, called “relators,” to institute civil proceedings alleging violations of the False Claims Act. These qui tam cases are generally sealed by the court at the time of filing. The only parties privy to the information contained in the complaint are the relator, the federal

 

7


HealthSouth’s Wholly Owned Long-Term Acute Care Hospitals

Notes to Condensed Combined Financial Statements

 

government, and the presiding court. It is possible that qui tam lawsuits have been filed against us and that we are unaware of such filings or have been ordered by the presiding court not to discuss or disclose the filing of such lawsuits. We may be subject to liability under one or more undisclosed qui tam cases brought pursuant to the False Claims Act.

It is our obligation as a participant in Medicare and other federal healthcare programs to routinely conduct audits and reviews of the accuracy of our billing systems and other regulatory compliance matters. As a result of these reviews, HealthSouth has made, and will continue to make, disclosures to the Office of Inspector General of the United States Department of Health and Human Services relating to amounts it suspects represent over-payments from these programs, whether due to inaccurate billing or otherwise. Some of these disclosures have resulted in, or may result in, HealthSouth refunding amounts to Medicare or other federal healthcare programs.

 

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