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8-K/A - FORM 8-K AMENDMENT - LifeCare Holdings, Inc. | d241202d8ka.htm |
EX-99.2 - THE UNAUDITED CONDENSED COMBINED BALANCE SHEETS - LifeCare Holdings, Inc. | d241202dex992.htm |
EX-99.1 - THE AUDITED COMBINED BALANCE SHEETS - LifeCare Holdings, Inc. | d241202dex991.htm |
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On August 1, 2011, LifeCare Holdings, Inc. (the Company), pursuant to the previously disclosed Asset Purchase Agreement, dated as of May 17, 2011 and amended on July 21, 2011 (the Purchase Agreement), by and among certain wholly-owned subsidiaries of LifeCare Holdings, Inc. (collectively, the Buyers) and HealthSouth Corporation (HealthSouth), completed their acquisition (the Acquisition) of substantially all of the assets (excluding accounts receivable and certain other components of working capital) associated with five long-term acute care hospitals owned by HealthSouth (the Facilities) which operate at seven locations. Pursuant to the terms of the Purchase Agreement, we have acquired the Facilities in exchange for a cash purchase price of approximately $42.5 million less the value of working capital not acquired and associated with the Facilities. We financed the Acquisition with a combination of incremental term loans from our existing senior secured credit facility (the terms of which are described in our prior filings on Form 8-K dated May 20, 2011 and July 26, 2011) and our current funds. Simultaneous with our Acquisition, Healthcare REIT, Inc. acquired the real estate assets associated with four of the acquired operating locations directly from HealthSouth for $75.0 million. We subsequently entered into a Second Amended and Restated Master Lease Agreement (the Second Amended and Restated Lease) with Health Care REIT, Inc, (as described in our prior filings on Form 8-K dated May 20, 2011, July 26, 2011 and August 3, 2011) for these locations.
The accompanying unaudited pro forma condensed combined financial information reflects the Acquisition and related financing transactions, as if they had occurred on the dates indicated herein and after giving effect to the pro forma adjustments discussed herein. The accompanying unaudited pro forma condensed combined balance sheet as of June 30, 2011 and unaudited pro forma condensed combined statements of earnings for the six months ended June 30, 2011 and the year ended December 31, 2010, are based on the historical consolidated financial statements of the Company and the Facilities. The unaudited pro forma condensed combined balance sheet as of June 30, 2011 was prepared assuming the Acquisition and related financing transactions were completed on June 30, 2011. The unaudited pro forma condensed combined statements of earnings for the six months ended June 30, 2011 and the year ended December 31, 2010 were prepared assuming the Acquisition and related transactions were completed on January 1, 2010.
The adjustments necessary to fairly present the unaudited pro forma condensed combined financial information has been made based on available information and, in the opinion of management, are reasonable. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information is for comparative purposes only and does not purport to represent what our financial position or results of operations would actually have been had the events noted above in fact occurred on the assumed dates or to project our financial position or results of operations for any future date or future period. In addition, the allocation of the purchase price by us to the assets acquired and liabilities assumed is preliminary. The final allocation, which will be made on the basis of the estimated fair values of such assets and liabilities on the date the Acquisition was consummated, and is not expected to differ materially from the amounts reflected herein.
The unaudited pro forma condensed combined financial information should be read in conjunction with, and are qualified by reference to, our unaudited condensed consolidated financial statements and related notes and the section entitled Managements Discussion and Analysis of Financial Condition and Results of Operations included in our Quarterly Report on Form 10-Q for the six months ended June 30, 2011, filed August 12, 2011, our audited consolidated financial statements and related notes and the section entitled Managements Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2010, filed March 30, 2011 and the Facilities historical financial statements and the accompanying notes thereto included in this Current Report on Form 8-K as exhibits 99.1 and 99.2.
LifeCare Holdings, Inc.
Pro Forma Condensed Combined Balance Sheet (Unaudited)
June 30, 2011
(amounts in thousands)
LifeCare | HealthSouth | HealthSouth Reclasses |
HealthSouth Excludable |
Allocation of Purchase Price |
Transaction Funding |
Pro Forma Combined |
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Assets | ||||||||||||||||||||||||||||
Current assets: |
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Cash and cash equivalents |
$ | 19,922 | $ | 7 | $ | | $ | (7 | ) (b) | $ | | $ | 7,636 | (d) | $ | 27,558 | ||||||||||||
Accounts receivable, net of allowance for doubtful accounts |
70,009 | 17,241 | | (17,083 | ) (b) | | | 70,167 | ||||||||||||||||||||
Other current assets |
6,599 | 1,084 | | (8 | ) (b) | 218 | (c) | | 7,893 | |||||||||||||||||||
Deferred income tax assets |
| 2,063 | | (2,063 | ) (b) | | | | ||||||||||||||||||||
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Total current assets |
96,530 | 20,395 | | (19,161 | ) | 218 | 7,636 | 105,618 | ||||||||||||||||||||
Property and equipment, net |
74,586 | 31,334 | | (28,001 | ) (b) | 1,010 | (c) | | 78,929 | |||||||||||||||||||
Other assets, net |
21,093 | | | | | 4,591 | (d) | 25,684 | ||||||||||||||||||||
Identifiable intangibles, net |
15,440 | | | | 22,000 | (c) | | 37,440 | ||||||||||||||||||||
Goodwill |
248,342 | 11,016 | | (11,016 | ) (b) | 7,330 | (c) | | 255,672 | |||||||||||||||||||
Deferred income tax assets |
| 1,784 | | (1,784 | ) (b) | | | | ||||||||||||||||||||
Investment in HealthSouth |
| | | | (33,298 | ) (c) | 33,298 | (d) | | |||||||||||||||||||
Net assets transferred by seller |
| | | (2,857 | ) (b) | 2,857 | (c) | | | |||||||||||||||||||
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$ | 455,991 | $ | 64,529 | $ | | $ | (62,819 | ) | $ | 117 | $ | 45,525 | $ | 503,343 | ||||||||||||||
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Liabilities and Stockholders Equity (Deficit) | ||||||||||||||||||||||||||||
Current liabilities: |
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Current installments of long-term debt |
$ | 2,575 | $ | | $ | | $ | | $ | | $ | 472 | (d) | $ | 3,047 | |||||||||||||
Current installments of obligations under capital leases |
596 | | | | | | 596 | |||||||||||||||||||||
Current installment of lease financing obligation |
499 | | | | | | 499 | |||||||||||||||||||||
Estimated third party payor settlements |
3,073 | | 1,160 | (a) | (1,160 | ) (b) | | | 3,073 | |||||||||||||||||||
Refunds due patients and other third party payors |
| 1,647 | (1,647 | ) (a) | | | | | ||||||||||||||||||||
Accounts payable |
24,947 | 3,107 | 487 | (a) | (3,595 | ) (b) | | 192 | (d) | 25,138 | ||||||||||||||||||
Accrued payroll |
5,669 | 3,786 | (1,624 | ) (a) | (2,162 | ) (b) | | | 5,669 | |||||||||||||||||||
Accrued vacation |
5,815 | | 1,624 | (a) | (87 | ) (b) | 117 | (c) | | 7,469 | ||||||||||||||||||
Accrued interest |
8,938 | | | | | | 8,938 | |||||||||||||||||||||
Accrued other |
4,788 | 577 | | (403 | ) (b) | | 100 | (d) | 5,062 | |||||||||||||||||||
Income taxes payable |
383 | | | | | | 383 | |||||||||||||||||||||
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Total current liabilities |
57,283 | 9,117 | | (7,407 | ) | 117 | 764 | 59,874 | ||||||||||||||||||||
Long-term debt, excluding current installments |
377,561 | | | | | 46,728 | (d) | 424,289 | ||||||||||||||||||||
Obligations under capital leases, excluding current installments |
55 | | | | | | 55 | |||||||||||||||||||||
Lease financing obligation, excluding current installments |
19,303 | | | | | | 19,303 | |||||||||||||||||||||
Accrued insurance |
4,754 | | | | | | 4,754 | |||||||||||||||||||||
Deferred rent |
| 260 | | (260 | ) (b) | | | | ||||||||||||||||||||
Other noncurrent liabilities |
16,747 | | | | | | 16,747 | |||||||||||||||||||||
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Total liabilities |
475,703 | 9,377 | | (7,667 | ) | 117 | 47,492 | 525,022 | ||||||||||||||||||||
Commitments and contingencies |
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Stockholders equity (deficit): |
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Common stock, $0.01 par value, 100 shares authorized, issued and outstanding |
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Additional paid-in capital |
175,441 | | | | | | 175,441 | |||||||||||||||||||||
Retained income (accumulated deficit) |
(195,153 | ) | 55,152 | | (55,152 | ) | | (1,967 | ) (d) | (197,120 | ) | |||||||||||||||||
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Total stockholders equity (deficit) |
(19,712 | ) | 55,152 | | (55,152 | ) | | (1,967 | ) | (21,679 | ) | |||||||||||||||||
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$ | 455,991 | $ | 64,529 | $ | | $ | (62,819 | ) | $ | 117 | $ | 45,525 | $ | 503,343 | ||||||||||||||
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See accompanying notes to unaudited pro forma condensed combined financial statements
LifeCare Holdings, Inc.
Pro Forma Condensed Combined Statement of Earnings (Unaudited)
Six Months Ended June 30, 2011
(amounts in thousands)
LifeCare (e) | HealthSouth (f) |
HealthSouth Reclasses |
HealthSouth Excludable |
Pro Forma Adjustments |
Pro Forma Combined |
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Net patient service revenue |
$ | 190,911 | $ | 54,423 | $ | | $ | | $ | | $ | 245,334 | ||||||||||||
Salaries, wages and benefits |
89,414 | 26,063 | (468 | ) (a) | | | 115,009 | |||||||||||||||||
Supplies |
18,814 | 7,050 | | | | 25,864 | ||||||||||||||||||
Rent |
13,193 | | 2,463 | (a) | | 3,641 | (h) | 19,297 | ||||||||||||||||
Other operating expenses |
42,941 | 4,782 | 4,144 | (a) | | (678 | ) (i) | 51,189 | ||||||||||||||||
Contract Services |
| 3,820 | (3,820 | ) (a) | | | | |||||||||||||||||
General and administrative expenses |
| 3,120 | | (3,120 | ) (g) | | | |||||||||||||||||
Occupancy Cost |
| 2,319 | (2,319 | ) (a) | | | | |||||||||||||||||
Provision for doubtful accounts |
2,586 | 1,132 | | | | 3,718 | ||||||||||||||||||
Loss on disposal of assets |
| 15 | | | | 15 | ||||||||||||||||||
Loss on early extinguishment of debt |
2,772 | | | | | 2,772 | ||||||||||||||||||
Depreciation and amortization |
4,174 | 1,278 | | (1,278 | ) (g) | 985 | (j,k) | 5,159 | ||||||||||||||||
Interest income |
| (16 | ) | 16 | (a) | | | | ||||||||||||||||
Interest expense, net |
25,275 | 61 | (16 | ) (a) | (45 | ) (g) | 4,487 | (l) | 29,762 | |||||||||||||||
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Total expenses |
199,169 | 49,624 | | (4,443 | ) | 8,435 | 252,785 | |||||||||||||||||
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Operating income (loss) |
(8,258 | ) | 4,799 | | 4,443 | (8,435 | ) | (7,451 | ) | |||||||||||||||
Equity in income of joint venture |
476 | | | | | 476 | ||||||||||||||||||
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Income (loss) before income taxes |
(7,782 | ) | 4,799 | | 4,443 | (8,435 | ) | (6,975 | ) | |||||||||||||||
Provision for income taxes |
450 | 1,812 | | | (1,812 | ) (m) | 450 | |||||||||||||||||
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Net income (loss) |
$ | (8,232 | ) | $ | 2,987 | $ | | $ | 4,443 | $ | (6,623 | ) | $ | (7,425 | ) | |||||||||
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See accompanying notes to unaudited pro forma condensed combined financial statements
LifeCare Holdings, Inc.
Pro Forma Condensed Combined Statement of Earnings (Unaudited)
Year Ended December 31, 2010
(amounts in thousands)
LifeCare (e) | HealthSouth (f) |
HealthSouth Reclasses |
HealthSouth Excludable |
Pro Forma Adjustments |
Pro Forma Combined |
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Net patient service revenue |
$ | 358,252 | $ | 104,350 | $ | | $ | | $ | | $ | 462,602 | ||||||||||||
Salaries, wages and benefits |
168,166 | 52,244 | (1,260 | ) (a) | | | 219,150 | |||||||||||||||||
Supplies |
36,506 | 13,648 | | | | 50,154 | ||||||||||||||||||
Rent |
25,808 | | 4,941 | (a) | | 7,283 | (h) | 38,032 | ||||||||||||||||
Other operating expenses |
80,479 | 9,710 | 8,482 | (a) | | | 98,671 | |||||||||||||||||
Contract services |
| 7,582 | (7,582 | ) (a) | | | | |||||||||||||||||
General and administrative expenses |
| 6,259 | | (6,259 | ) (g) | | | |||||||||||||||||
Occupancy cost |
| 4,581 | (4,581 | ) (a) | | | | |||||||||||||||||
Provision for doubtful accounts |
6,397 | 1,456 | | | | 7,853 | ||||||||||||||||||
Depreciation and amortization |
9,645 | 2,575 | | (2,575 | ) (g) | 1,968 | (j,k) | 11,613 | ||||||||||||||||
Loss on disposal of assets |
782 | 31 | | | | 813 | ||||||||||||||||||
Interest income |
| (269 | ) | 269 | (a) | | | | ||||||||||||||||
Interest expense, net |
28,243 | 276 | (269 | ) (a) | (7 | ) (g) | 8,493 | (l) | 36,736 | |||||||||||||||
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Total expenses |
356,026 | 98,093 | | (8,841 | ) | 17,744 | 463,022 | |||||||||||||||||
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Operating income (loss) |
2,226 | 6,257 | | 8,841 | (17,744 | ) | (420 | ) | ||||||||||||||||
Equity in income (loss) of joint venture |
726 | | | | | 726 | ||||||||||||||||||
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Income (loss) before income taxes |
2,952 | 6,257 | | 8,841 | (17,744 | ) | 306 | |||||||||||||||||
Provision for income taxes |
321 | 1,672 | | | (1,672 | ) (m) | 321 | |||||||||||||||||
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Net income (loss) |
$ | 2,631 | $ | 4,585 | $ | | $ | 8,841 | $ | (16,072 | ) | $ | (15 | ) | ||||||||||
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See accompanying notes to unaudited pro forma condensed combined financial statements
LIFECARE HOLDINGS, INC. AND SUBSIDIARIES
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
1. Preliminary Allocation of Acquisition Cost
On August 1, 2011, pursuant to the previously disclosed Asset Purchase Agreement, dated as of May 17, 2011 and amended on July 21, 2011, by and among certain wholly-owned subsidiaries of the Buyers and HealthSouth, the Buyers completed their acquisition of substantially all of the non-real estate assets (excluding accounts receivable and certain other components of working capital) associated with five long-term acute care hospitals owned by HealthSouth which operate at seven locations. Pursuant to the terms of the Purchase Agreement, the Buyers have acquired the Facilities in exchange for a cash purchase price of approximately $42.5 million less the value of working capital not acquired and associated with the Facilities. We financed the Acquisition with a combination of incremental term loans from our existing senior secured credit facility (the terms of which are described in our prior filings on Form 8-K dated May 20, 2011 and July 26, 2011) and our current available funds. Simultaneous with our Acquisition, Healthcare REIT, Inc. acquired the real estate assets associated with four of the acquired operating locations directly from HealthSouth for $75.0 million. We subsequently entered into a Second Amended and Restated Master Lease Agreement (the Second Amended and Restated Lease) with Health Care REIT, Inc, (as described in our prior filings on Form 8-K dated May 20, 2011, July 26, 2011 and August 3, 2011) for these locations.
The Acquisition will be accounted for under the acquisition method of accounting. The consideration transferred at closing and an estimated preliminary allocation of the purchase price to the assets acquired and the liabilities assumed are outlined below. Amounts are in thousands of dollars.
Consideration Transferred: |
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Base purchase price |
$ | 42,500 | ||
Working capital adjustment |
(9,202 | ) | ||
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Total purchase price |
$ | 33,298 | ||
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Allocation of Purchase Price: |
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Accounts receivable |
$ | 158 | ||
Other current assets |
1,295 | |||
Equipment |
4,343 | |||
Identifiable intangibles, principally Medicare licenses, provider numbers and certificates of need |
22,000 | |||
Accrued employee paid-time-off |
(1,654 | ) | ||
Other current liabilities |
(174 | ) | ||
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Total identifiable net assets |
25,968 | |||
Goodwill |
7,330 | |||
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Fair value of total consideration transferred |
$ | 33,298 | ||
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The above purchase price allocation has been prepared on the basis of a preliminary valuation study. A final valuation study will be performed to establish the fair values of the tangible and identifiable intangible assets acquired and liabilities assumed.
2. Explanation of Pro Forma Adjustments
a) To reclass account balances of the Facilities to be on a consistent presentation basis with LifeCare Holdings, Inc.
b) To remove assets and liabilities and their effect on equity included in the Facilities balance sheet at June 30, 2011 that were not included in the assets to be acquired and the liabilities to be assumed by us. To balance the assets to be acquired and liabilities to be assumed as reflected in this adjustment column, the net assets to be acquired by us are recorded as net assets transferred by seller.
c) To adjust the assets to be acquired and liabilities to be assumed to reflect the preliminary allocation of the estimated purchase price as summarized in Note 1 above. The fair values of the identifiable intangible assets and their useful lives have been estimated as follows. Dollar amounts are in thousands.
Estimated Fair Value |
Estimated Useful Life | |||||
Medicare licenses and provider numbers |
$ | 20,900 | Indefinite | |||
Certificates of need |
800 | Indefinite | ||||
Non-compete agreements |
300 | 4 years | ||||
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Total |
$ | 22,000 | ||||
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d) To record the funding of the purchase price in accordance with the financial terms outlined in Note 1 above. This also includes transaction costs which are not yet reflected in the historical balance sheets. Amounts incurred after the balance sheet date are reflected in the pro forma balance sheet as a reduction to cash and retained earnings. The sources and use of funds as stated in the unaudited pro forma condensed combined balance sheet are outlined below. Amounts are in thousands of dollars.
Source of Funds: |
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Proceeds from long-term debt |
$ | 47,200 | ||
Increase in liabilities |
292 | |||
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Total Source of Funds |
$ | 47,492 | ||
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Use of Funds: |
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Consideration transferred |
$ | 33,298 | ||
Debt issuance cost |
4,591 | |||
Transaction expenses |
1,967 | |||
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Increase in Cash and Cash Equivalents |
$ | 7,636 | ||
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e) To report our historical results of continuing operations for the period indicated.
f) To report the Facilities historical results of operations for the period indicated.
g) To eliminate the Facilities management fee paid to its former parent company, eliminate the historical depreciation and amortization expense and eliminate the Facilities interest expense related to indebtedness that was not assumed by us.
h) To record rent expense for the hospitals that were owned by HealthSouth Corporation that we are now leasing from a third party under the Second Amended and Restated Lease became effective with respect to the Facilities on August 1, 2011 and its initial 15-year term ends on July 31, 2026. The Second Amended and Restated Lease contains an option to renew for one 14-year, 11-month renewal term. The rent for the Facilities under the Second Amended and Restated Lease is $7.3 million annually and is subject to adjustments as defined in the agreement.
i) To eliminate the direct incremental costs of the transaction that are reflected in the historical income statements of our company.
j) To record depreciation expense of $0.9 million and $1.9 million for the six months ended June 30, 2011 and the year ended December 31, 2010, respectively, based on the depreciation of the estimated fair market value of the property and equipment acquired over each assets estimated useful life.
k) To record amortization expense of $38,000 and $75,000 for the six months ended June 30, 2011 and the year ended December 31, 2010, respectively, for amortizable intangible assets acquired over each assets estimated useful life.
l) To record interest expense based on the $47.2 million of new gross indebtedness incurred by us to finance the Acquisition together with the amortization of the estimated $4.6 million of debt issuance costs, associated with the financing of the Acquisition. The transaction was funded primarily by a $47.2 million amendment to our current credit agreement, with JPMorgan Chase Bank, N.A., the lenders party thereto, and the other agents named therein. The new senior secured term loans have the same terms as the outstanding senior secured term loans, including with respect to interest rate, amortization, maturity date and optional and mandatory prepayments. For the purpose of calculating the pro forma interest expense adjustment on such borrowings for the six months ended June 30, 2011 and the year ended December 31, 2010, we assumed interest rates of 13.48% and 13.54%, respectively, which are estimates of the rates for the periods.
A hypothetical 1/8 of 1% increase in interest rates on the $47.2 million of new indebtedness would result in additional interest expense of approximately $0.1 million on an annualized basis. The interest that we will ultimately pay on the borrowings under the new term loan could vary significantly from what is assumed in these unaudited pro forma condensed combined financial statements.
m) To adjust the tax provision to reflect the combined earnings as a result of the Acquisition, including the effects of our loss carry forwards. As a result of our available net operating loss carry forwards, and considering the fully offsetting valuation allowance, there is no expected net benefit or expense attributable to federal income taxes. Additionally, there is no expected incremental state income tax benefit or expense from these newly acquired operations.