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EX-99.1 - EX-99.1 - MAGELLAN HEALTH INCa14-16298_1ex99d1.htm
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EX-23.1 - EX-23.1 - MAGELLAN HEALTH INCa14-16298_1ex23d1.htm

Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION INTRODUCTORY NOTE

 

On April 30, 2014, Magellan Health, Inc., a Delaware corporation (“Magellan”), consummated and closed (the “Closing”) the previously announced acquisition of CDMI, LLC, a Rhode Island limited liability company (“CDMI”) (such acquisition, the “Acquisition”), pursuant to the Purchase Agreement (the “Purchase Agreement”), dated as of March 31, 2014, as amended by Amendment No.1 to the Purchase Agreement (the “Amendment”), dated April 30, 2014, by and among Magellan, CDMI, George N. Petrovas, Susan C. Petrovas and The Susan C. Petrovas Qualified Annuity Trust — 2011, as holders of the outstanding equity interests in CDMI (collectively, the “Sellers”) and George N. Petrovas in his capacity as the Seller Representative.  Magellan recorded the business combination using the purchase method of accounting.  As a result of the Acquisition, CDMI will operate as a wholly-owned subsidiary of Magellan Rx Management, Inc. (“Magellan Rx Management”).

 

As consideration for the Acquisition, Magellan Rx Management paid $205.0 million in cash (the “Base Price”) for all of the outstanding equity interests in CDMI, subject to working capital adjustments as provided in the Purchase Agreement.  Pursuant to the Purchase Agreement, the Sellers and certain key management of CDMI purchased a total of $80.0 million in Magellan restricted common stock, which will generally vest over a 42-month period, conditioned upon certain employment and performance targets.  In addition to the Base Price, the Purchase Agreement provides for potential contingent payments up to a maximum aggregate amount of $165.0 million.  The contingent payment provisions provide for (i) cash payments of up to $65.0 million based on the amount of rebates retained in respect of 2015 by CDMI and Magellan’s ICORE specialty pharmacy management business, (ii) cash payments of up to $65.0 million based on the number of CDMI customers that become full service PBM clients of Magellan during 2015 and 2016 and (iii) cash payments of up to $35.0 million based on the gross profit performance of CDMI and ICORE’s rebates business during 2014 and 2015.  Of the $205.0 million paid by Magellan Rx Management at the Closing, $15.0 million was deposited in an escrow account in connection with the Sellers’ indemnification obligations under the Purchase Agreement.  To the extent Magellan’s claims for indemnification do not exceed this amount, the holdback will be released to Sellers on the fifteen-month anniversary of the Closing.

 

Based in Newport, Rhode Island, CDMI is a provider of a range of clinical consulting programs and negotiates and administers drug rebates for managed care organizations and other customers.  CDMI works with over 30 health plans, and in 2013 had net revenues of approximately $43 million, primarily derived from rebate management.

 

The purchase price of CDMI was initially reported on a Current Report on Form 8-K dated and filed on April 30, 2014, and is being amended hereby to include the financial statements required by Item 9.01.

 

The transaction will be accounted for as a purchase of CDMI by Magellan under the purchase method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations. Under the purchase method of accounting, the total purchase price is allocated to the net tangible and intangible assets acquired by Magellan in connection with the transaction, based on their fair values as of the completion of the transaction. The excess cost over the net tangible and identifiable intangible assets is allocated to goodwill.

 

The unaudited pro forma condensed combined financial statements present the purchase of CDMI under the purchase method of accounting.  The unaudited pro forma condensed combined financial statements reflect the preliminary purchase price allocation based on Magellan’s estimate of the fair value of the assets acquired and liabilities assumed. The preliminary purchase allocation is subject to finalization of the valuation of intangible assets, and other assets acquired and liabilities assumed.

 

The unaudited pro forma condensed combined balance sheet of Magellan gives effect to the transaction as if it occurred on March 31, 2014. The unaudited pro forma condensed combined statements of comprehensive income for the three months ended March 31, 2014 and the year ended December 31, 2013 give effect to the transaction as if it had occurred on January 1, 2013.

 



 

The preliminary pro forma acquisition adjustments are based on available information and certain assumptions made by Magellan’s management and may be revised as additional information becomes available. The unaudited pro forma condensed combined financial information is not intended to represent what Magellan’s financial position was or results of operations would have been if the acquisition had occurred on those dates or to project Magellan’s financial position or results of operations for any future period. Since Magellan and CDMI were not under common control or management for any period presented, the unaudited pro forma condensed combined financial results may not be comparable to, or indicative of, future performance.

 

The pro forma adjustments are based upon information and assumptions available at the time of the filing of this Form 8-K/A and results of the preliminary allocation of the purchase price based on estimates of the fair value of the assets acquired and liabilities assumed. The unaudited pro forma statements do not reflect synergies, if any, expected from the combination of the two entities. The unaudited pro forma condensed combined financial statements and the accompanying notes thereto should be read in conjunction with and are qualified by the historical financial statements and notes thereto of Magellan and CDMI. Magellan’s historical financial statements are included in Magellan’s Annual Report on Form 10-K for the year ended December 31, 2013 and Magellan’s Quarterly Report on Form 10-Q for the three months ended March 31, 2014. The historical financial statements and related notes thereto for CDMI for the year ended December 31, 2013 are attached as Exhibit 99.1 to this Form 8-K/A. The historical financial information of CDMI as of and, for the three months ended March 31, 2014 included in the pro forma condensed combined financial statements has been derived from the underlying accounting records.

 

There can be no assurance that Magellan will be successful in its efforts to integrate the operations of the companies.

 



 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

MARCH 31, 2014

(in thousands)

 

 

 

Historical

 

Pro Forma

 

 

 

Pro Forma

 

 

 

Magellan

 

CDMI

 

Adjustments

 

 

 

Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

261,300

 

$

2,595

 

$

(125,000

)

(A)

 

$

138,895

 

Restricted cash

 

264,566

 

 

 

 

 

264,566

 

Accounts receivable, net

 

202,767

 

52,994

 

 

 

 

255,761

 

Short-term investments

 

181,788

 

 

 

 

 

181,788

 

Deferred income taxes

 

37,044

 

 

 

 

 

37,044

 

Pharmaceutical inventory

 

47,105

 

 

 

 

 

47,105

 

Other current assets

 

62,656

 

265

 

 

 

 

62,921

 

Total Current Assets

 

1,057,226

 

55,854

 

(125,000

)

 

 

988,080

 

Property and equipment, net

 

167,110

 

519

 

 

 

 

167,629

 

Restricted long-term investments

 

27,060

 

 

 

 

 

27,060

 

Other long-term assets

 

9,888

 

9

 

 

 

 

9,897

 

Goodwill

 

488,203

 

 

68,998

 

(C)

 

557,201

 

Other intangible assets, net

 

68,386

 

 

84,300

 

(C)

 

152,686

 

Total Assets

 

$

1,817,873

 

$

56,382

 

$

28,298

 

 

 

$

1,902,553

 

LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

35,742

 

$

34,445

 

$

 

 

 

$

70,187

 

Accrued liabilities

 

173,372

 

235

 

4,200

 

(A)

 

177,807

 

Medical claims payable

 

240,046

 

 

 

 

 

240,046

 

Other medical liabilities

 

65,288

 

 

 

 

 

65,288

 

Current maturities of long-term capital lease obligations

 

3,040

 

 

 

 

 

3,040

 

Total Current Liabilities

 

517,488

 

34,680

 

4,200

 

 

 

556,368

 

Long-term capital lease obligations

 

22,568

 

 

 

 

 

22,568

 

Deferred income taxes

 

38,445

 

 

 

 

 

38,445

 

Tax contingencies

 

33,593

 

 

 

 

 

33,593

 

Deferred credits and other long-term liabilities

 

20,336

 

 

45,800

 

(B)

 

66,136

 

Total Liabilities

 

632,430

 

34,680

 

50,000

 

 

 

717,110

 

 

 

 

 

 

 

 

 

 

 

 

 

Redeemable non-controlling interest

 

9,214

 

 

 

 

 

9,214

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

 

 

 

 

 

Ordinary common stock

 

476

 

 

 

 

 

476

 

Multi-Vote common stock

 

 

 

 

 

 

 

Additional paid-in capital

 

933,274

 

 

 

 

 

933,274

 

Members’ equity

 

 

21,702

 

(21,702

)

(D)

 

 

Retained earnings

 

1,126,213

 

 

 

 

 

1,126,213

 

Accumulated other comprehensive loss

 

(50

)

 

 

 

 

(50

)

Ordinary common stock in treasury, at cost

 

(883,684

)

 

 

 

 

(883,684

)

Total Stockholders’ Equity

 

1,176,229

 

21,702

 

(21,702

)

 

 

1,176,229

 

Total Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity

 

$

1,817,873

 

$

56,382

 

$

28,298

 

 

 

$

1,902,553

 

 

See accompanying notes to unaudited pro forma condensed financial statements.

 



 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(in thousands)

 

 

 

Historical

 

Pro Forma

 

 

 

Pro Forma

 

 

 

Magellan

 

CDMI

 

Adjustments

 

 

 

Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

Managed care and other

 

$

829,591

 

$

8,367

 

$

 

 

 

$

837,958

 

PBM and dispensing

 

136,884

 

 

 

 

 

136,884

 

Total net revenue

 

966,475

 

8,367

 

 

 

 

974,842

 

Cost and expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of care

 

605,708

 

 

 

 

 

605,708

 

Cost of goods sold

 

125,298

 

 

 

 

 

125,298

 

Direct service costs and other operating expenses

 

164,722

 

1,538

 

7,800

 

(E)

 

174,060

 

Depreciation and amortization

 

20,229

 

55

 

2,700

 

(C)

 

22,984

 

Interest expense

 

836

 

 

1,800

 

(B)

 

2,636

 

Interest and other income

 

(311

)

(1,000

)

50

 

(F)

 

(1,261

)

Total costs and expenses

 

916,482

 

593

 

12,350

 

 

 

929,425

 

Income before income taxes

 

49,993

 

7,774

 

(12,350

)

 

 

45,417

 

Provision for income taxes

 

25,613

 

 

(1,850

)

(G)

 

23,763

 

Net income

 

24,380

 

7,774

 

(10,500

)

 

 

21,654

 

Non-controlling interest

 

1,340

 

 

 

 

 

1,340

 

Net income attributable to Magellan Health, Inc.

 

25,720

 

7,774

 

(10,500

)

 

 

22,994

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding - basic

 

27,370

 

 

 

 

 

27,370

 

Weighted average number of common shares outstanding - diluted

 

28,051

 

 

405

 

(H)

 

28,456

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share attributable to Magellan Health, Inc.:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.94

 

 

 

 

 

 

 

$

0.84

 

Diluted

 

$

0.92

 

 

 

 

 

 

 

$

0.81

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains on available-for-sale securities

 

43

 

 

 

 

 

43

 

Comprehensive income

 

24,423

 

7,774

 

(10,500

)

 

 

21,697

 

Less: Comprehensive income (loss) attributable to non-controlling interest

 

(1,340

)

 

 

 

 

(1,340

)

Comprehensive income attributable to Magellan Health, Inc.

 

$

25,763

 

$

7,774

 

$

(10,500

)

 

 

$

23,037

 

 

See accompanying notes to unaudited pro forma condensed financial statements.

 



 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2013

(in thousands)

 

 

 

Historical

 

Pro Forma

 

 

 

Pro Forma

 

 

 

Magellan

 

CDMI

 

Adjustments

 

 

 

Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

Managed care and other

 

$

3,063,049

 

$

42,658

 

$

 

 

 

$

3,105,707

 

PBM and dispensing

 

483,268

 

 

 

 

 

483,268

 

Total net revenue

 

3,546,317

 

42,658

 

 

 

 

3,588,975

 

Cost and expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of care

 

2,232,976

 

 

 

 

 

2,232,976

 

Cost of goods sold

 

455,601

 

 

 

 

 

455,601

 

Direct service costs and other operating expenses

 

619,546

 

6,477

 

31,000

 

(E)

 

657,023

 

Depreciation and amortization

 

71,994

 

202

 

10,800

 

(C)

 

82,996

 

Interest expense

 

3,000

 

 

7,200

 

(B)

 

10,200

 

Interest and other income

 

(1,985

)

 

200

 

(F)

 

(1,785

)

Total costs and expenses

 

3,381,132

 

6,679

 

49,200

 

 

 

3,437,011

 

Income before income taxes

 

165,185

 

35,979

 

(49,200

)

 

 

151,964

 

Provision for income taxes

 

39,924

 

 

(5,400

)

(G)

 

34,524

 

Net income

 

125,261

 

35,979

 

(43,800

)

 

 

117,440

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding - basic

 

27,054

 

 

 

 

 

27,054

 

Weighted average number of common shares outstanding - diluted

 

27,675

 

 

156

 

(H)

 

27,831

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share attributable to Magellan Health, Inc.:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

4.63

 

 

 

 

 

 

 

$

4.34

 

Diluted

 

$

4.53

 

 

 

 

 

 

 

$

4.22

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Unrealized losses on available-for-sale securities

 

(58

)

 

 

 

 

(58

)

Comprehensive income

 

$

125,203

 

$

35,979

 

$

(43,800

)

 

 

$

117,382

 

 

See accompanying notes to unaudited pro forma condensed financial statements.

 



 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

The following unaudited pro forma adjustments relate to the Acquisition as if it had occurred as of  March 31, 2014 for the unaudited pro forma condensed combined balance sheet, and as of January 1, 2013 for the unaudited pro forma condensed combined statements of comprehensive income. The pro forma  adjustments are based on preliminary estimates that may change as additional information is obtained. Dollar amounts are in thousands, unless otherwise noted.

 

(A) Purchase Price

 

The purchase price and related adjustments reflect the cash payment made for the purchase of CDMI, as follows:

 

Base purchase price

 

$

205,000

 

Estimated contingent payments

 

45,800

 

Estimated working capital payable

 

4,200

 

Cash received for reinvestment in Magellan restricted stock

 

(80,000

)

Total purchase price

 

175,000

 

Less estimated contingent payments

 

(45,800

)

Less estimated working capital payable

 

(4,200

)

Net cash paid at closing

 

$

125,000

 

 

The estimated working capital payable represents the difference in CDMI working capital at March 31, 2014 of approximately $21.2 million less the working capital target per the Purchase Agreement of $17.0 million.

 

(B) Deferred Payments Related to the Acquisition of CDMI

 

The Purchase Agreement provides for potential contingent payments up to a maximum aggregate amount of $165.0 million.  This adjustment of $45.8 million represents Magellan’s estimate as of the Closing Date of the discounted present value of the contingent payments that will be earned by the Sellers.  It is estimated that the gross amount of contingent payments is approximately $61.7 million, and that such payments will be made at various dates from Mid 2015 through Mid 2017. 

 

The discount from the estimated gross potential contingent payments will be recorded as interest expense by Magellan.  Such estimated interest expense is $1.8 million and $7.2 million for the three months ended March 31, 2014 and the year ended December 31, 2013, respectively.

 

(C) Purchase Price Allocation

 

The following represents the preliminary allocation of the purchase price to the acquired assets and assumed liabilities of CDMI and is based on March 31, 2014 balances for pro forma purposes only. These amounts differ from the preliminary allocation of purchase price based on the April 30, 2014 closing date balances.

 

Net tangible assets acquired

 

$

21,702

 

Identified intangible assets

 

84,300

 

Goodwill

 

68,998

 

Total purchase price

 

$

175,000

 

 

The purchase price has been allocated based upon the estimated fair value of net assets acquired at the date of acquisition. A portion of the excess purchase price over tangible net assets acquired has been allocated to identified intangible assets totaling $84.3 million, mainly consisting of customer contracts which are being amortized over 8 years. In addition, the excess of purchase price over tangible net assets and identified intangible assets acquired resulted in $69.0 million of goodwill. All of the excess purchase price over tangible net assets is amortizable for tax purposes, although the Company’s effective rate will not be impacted by the tax amortization.

 

The pro forma adjustments for amortization expense are estimated to be $2.7 million and $10.8 million for the three months ended March 31, 2014 and the year ended December 31, 2013, respectively.

 

(D) This adjustment represents the elimination of CDMI’s stockholders’ equity accounts.

 

(E) This adjustment represents stock compensation expense related to the purchase price of CDMI. A portion of the base purchase price was payable through a reinvestment in the restricted stock of Magellan valued at $80 million.  Of this amount, $20.0 million vests over an 18-month period, and is conditional upon

 



 

certain employment and performance targets.  The remaining $60.0 million vests over a 42-month period based upon continuing employment.  The stock compensation expense that would have been recognized for the three months ended March 31, 2014 and the year ended December 31, 2013 is estimated to be approximately $7.8 million and $31.0 million, respectively.

 

(F) This adjustment represents a reduction in interest income as a result of the reduction of cash balances used to fund the direct purchase of CDMI.

 

(G) This adjustment represents the effect on income tax provision resulting from the application of Magellan’s statutory tax rate for the income before income taxes pertaining to CDMI and the pro forma adjustments, which differs from the treatment of income taxes in CDMI’s historical financial statements, since CDMI formerly operated as a limited liability company and elected to be taxed as a partnership.

 

(H) This adjustment represents an increase in common stock equivalents for restricted stock awards attributable to the shares of restricted stock issued for the Acquisition.  See further discussion in Note (E).