EX-99 4 mm10-0108_8ke992.htm

Exhibit 99.2

Gentiva Health Services, Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Financial Data

On September 25, 2008, the Company completed the sale of 69% of its equity interest in the Company’s CareCentrix unit, a leading national provider of ancillary care benefit management services for major managed care organizations, to an affiliate of Water Street Healthcare Partners, a leading private equity firm focused exclusively on the health care industry, in a transaction valued at approximately $147 million.  In a restructuring that preceded the sale and in the sale of its equity interest, Gentiva received approximately $84 million in cash and a $25 million interest bearing seller note and retained 31% of the capital stock of the holding company of CareCentrix, having an ascribed value of approximately $26 million. In addition, the total value of the transaction also included an aggregate of $12 million representing the funding by the Water Street Healthcare Partners affiliate of additional capital into the CareCentrix business on the closing date and the payment of certain transaction related costs.

Of the $84 million in cash proceeds received by Gentiva, $58 million was used to repay a portion of the Company’s term loan on the closing date and approximately $2.5 million will be used to pay certain transaction costs and credit facility amendment fees.

 

Pro Forma Results for the Six Months Ended June 29, 2008

The following unaudited pro forma financial information presents (i) the financial condition of the Company at June 29, 2008, as if the sale had occurred on June 29, 2008, the Company’s most recent balance sheet date, and (ii) the results of operations of the Company as if the sale had occurred at December 31, 2007, the beginning of fiscal year 2008.The information presented below is for illustrative purposes only and is not necessarily indicative of results that would have been achieved if the disposition had occurred as of the beginning of the Company’s 2008 fiscal year.

 

GENTIVA PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

JUNE 29, 2008

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Historical

Gentiva

 

Less:

CareCentrix (1)

 

Pro Forma

Adjustments

 

Gentiva

Pro Forma

ASSETS

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

Cash, cash equivalents and restricted cash

 

$     22,079

 

$            303

 

$        23,533

(a)

$         45,309

 

Accounts receivable, gross

 

223,011

 

58,176

 

-

 

164,835

 

Less:Allowance for doubtful accounts

 

(10,467)

 

(2,634)

 

-

 

(7,833)

 

Net accounts receivable

 

233,478

 

55,542

 

-

 

177,936

 

Deferred tax assets

 

11,306

 

-

 

-

 

11,306

 

Prepaid expenses and other current assets

 

14,455

 

725

 

-

 

13,730

 

 

Total current assets

 

281,318

 

56,570

 

23,533

 

248,281

Note receivable from affiliate

 

-

 

-

 

25,000

(b)

25,000

Investment in affiliate

 

-

 

-

 

26,000

(c)

26,000

Long-term investments

 

12,641

 

-

 

-

 

12,641

Fixed assets, net

 

66,181

 

2,705

 

(1,189)

(d)

62,287

Intangible assets, net

 

240,158

 

-

 

-

 

240,158

Goodwill

 

316,069

 

-

 

-

 

316,069

Other assets

 

26,008

 

-

 

-

 

26,008

 

 

Total assets

 

$   942,375

 

$        59,275

 

$        73,344

 

$        956,444

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable

 

$     22,207

 

$        14,062

 

$                -

 

$            8,145

 

Payroll and related taxes

 

19,094

 

417

 

-

 

18,677

 

Deferred revenue

 

33,624

 

-

 

-

 

33,624

 

Medicare liabilities

 

8,782

 

-

 

-

 

8,782

 

Cost of claims incurred but not reported

 

22,089

 

22,089

 

-

 

-

 

Obligations under insurance programs

 

38,805

 

1,242

 

-

 

37,563

 

Other accrued expenses

 

34,138

 

5,159

 

-

 

28,979

 

Due to Gentiva

 

-

 

16,306

 

16,306

(e)

-

 

 

Total current liabilites

 

178,739

 

59,275

 

16,306

 

135,770

Long-term debt

 

331,000

 

-

 

(58,000)

(f)

273,000

Deferred tax liabilities, net

 

57,152

 

-

 

-

 

57,152

Other liabilities

 

22,109

 

-

 

-

 

22,109

Shareholders' equity

 

353,375

 

-

 

115,038

(g)

468,413

 

 

Total liabilities and shareholders' equity

 

$   942,375

 

$        59,275

 

$        73,344

 

$        956,444

 

 

 

 

 

 

 

 

 

 

 

 


GENTIVA PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED JUNE 29, 2008

(In thousands, except per share amounts)

(Unaudited)

 

 

 

 

 

 

 

 

 

Historical

Gentiva

 

Less:

CareCentrix (1)

 

Pro Forma

Adjustments

 

Gentiva

Pro Forma

 

 

 

 

 

 

 

 

Net revenues

$      669,947

 

$      157,171

 

$             1,767

(h)

$        514,543

Cost of services and goods sold

(379,078)

 

(128,226)

 

(1,767)

(h)

(252,619)

Selling, general and administrative expenses

(235,562)

 

(19,896)

(i)

425

(j)

(215,241)

Depreciation and amortization

(10,753)

 

(240)

 

-  

 

(10,513)

Operating income

44,554

 

8,809

 

425

 

36,170

Interest expense

(11,685)

 

-  

 

1,827

(k)

(9,858)

Interest income

940

 

-  

 

1,250

(l)

2,190

Income before income taxes

33,809

 

8,809

 

3,502

 

28,502

Income tax expense

(14,062)

 

(3,541)

(m)

(1,408)

(m)

(11,929)

Income before equity in net earnings of affiliate

19,747

 

5,268

 

2,094

 

16,573

Equity in net earnings of affiliate

-  

 

-   

 

971

(n)

971

Net income

$       19,747

 

$         5,268

 

$            3,065

 

$          17,544

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

Basic

$0.70

 

 

 

 

 

$0.62

Diluted

$0.68

 

 

 

 

 

$0.60

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

Basic

28,389

 

 

 

 

 

28,389

Diluted

29,147

 

 

 

 

 

29,147

 

(1) Information is derived from the unaudited results of operations for the six months ended June 29, 2008.

 

NOTES TO GENTIVA UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 29, 2008

(a) Adjustment to reflect $84.0 million of cash proceeds from the restructuring and sale of the Company’s 69% equity interest in CareCentrix less $58.0 million of payment on the term loan and approximately $2.5 million of expenses and fees.

(b) Adjustment to reflect the receipt of a $25.0 million, 10% note receivable due upon the occurrence of certain events, but in no event later than March 25, 2014 from CareCentrix.

(c) Adjustment to reflect Gentiva’s 31% equity interest in the holding company for CareCentrix.

(d) Adjustment to reflect the write-down of $1,189 related to developed software for a CareCentrix application that will not be utilized following the transaction.

(e) Adjustment to reflect the elimination of the due to Gentiva for the sale of the net assets in CareCentrix.

(f) Adjustment to reflect the prepayment of $58.0 million on the Company’s term loan from the proceeds of the restructuring and sale in connection with the First Amendment to the Company’s Credit Agreement dated August 20, 2008.

(g) Adjustment to reflect the gain on the sale of CareCentrix. There is no income tax liability recorded since the transaction results in a capital loss for federal income tax purposes.

(h) Adjustment to reflect intercompany transactions between Gentiva home care branches and CareCentrix that were previously eliminated in reporting Historical Gentiva results.

(i) Includes $3,800 of fees to be paid by CareCentrix to Gentiva in connection with a Transition Services Agreement between the Company and CareCentrix.

(j) Adjustment to reflect Gentiva’s management fee from CareCentrix ($200) and the elimination of Gentiva’s equity-based compensation expense associated with CareCentrix associates ($225).

(k) Adjustment to reflect $1,827 of reduced interest expense as a result of the prepayment of $58.0 million on the Company’s term loan at a weighted average interest rate of 6.3%.

(l) Adjustment of $1,250 to reflect interest income on the $25.0 million note receivable from CareCentrix that bears interest at an annual rate of 10%.

 

 

 

2

 


(m) Adjustment to reflect a combined federal and state statutory tax rate of 40.2% on the CareCentrix results and the pro forma adjustments.

(n) Adjustment to reflect Gentiva’s 31% equity in CareCentrix’s earnings for the six months ended June 29, 2008.

 

Calculation of equity in net earnings of affiliate:

 

 

 

CareCentrix income before income taxes

$

8,809

 

Less:  Interest on seller note @ 10%

 

(1,250)

 

 

Interest on senior debt @ 8%

 

(1,520)

 

 

Management fees

 

(800)

 

Adjusted income before income taxes

 

5,239

 

 

Income tax expense @ 40.2%

 

(2,106)

 

Adjusted net income

 

3,133

 

Equity in net earnings of affiliate @ 31%

$

971

 

 

Pro Forma Results for the Fiscal Year ended December 30, 2007

The following unaudited pro forma financial information presents the results of operations of the Company as if the sale had occurred at January 1, 2007, the beginning of fiscal 2007.The information presented below is for illustrative purposes only and is not necessarily indicative of results that would have been achieved if the disposition had occurred as of the beginning of the Company’s 2007 fiscal year.

 

GENTIVA PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 30, 2007

(In thousands, except per share amounts)

(Unaudited)

 

 

 

 

 

 

 

 

 

Historical

Gentiva

 

Less:

CareCentrix (1)

 

Pro Forma

Adjustments

 

Gentiva

Pro Forma

 

 

 

 

 

 

 

 

Net revenues

$   1,229,297

 

$      290,786

 

$         5,115

(a)

$       943,626

Cost of services and goods sold

(700,299)

 

(231,537)

 

(5,115)

(a)

(473,877)

Selling, general and administrative expenses

(429,321)

 

(37,779)

(b)

850

(c)

(390,692)

Depreciation and amortization

(20,014)

 

(494)

 

-  

 

(19,520)

Operating income

79,663

 

20,976

 

850

 

59,537

Interest expense

(27,285)

 

-  

 

4,408

(d)

(22,877)

Interest income

3,204

 

-  

 

2,500

(e)

5,704

Income before income taxes

55,582

 

20,976

 

7,758

 

42,364

Income tax expense

(22,754)

 

(8,432)

(f)

(3,119)

(f)

(17,440)

Income before equity in net earnings of affiliate

32,828

 

12,544

 

4,639

 

24,924

Equity in net earnings of affiliate

-  

 

-  

 

2,565

(g)

2,565

Net income

$        32,828

 

$        12,544

 

$         7,204

 

$        27,489

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

Basic

$           1.18

 

 

 

 

 

$           0.99

Diluted

$           1.15

 

 

 

 

 

$           0.96

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

Basic

27,798

 

 

 

 

 

27,798

Diluted

28,599

 

 

 

 

 

28,599

 

 

 

 

 

 

 

 

(1) Information is derived from the unaudited results of operations for the year ended December 30, 2007.

 

 

 

 

NOTES TO GENTIVA UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 30, 2007

(a) Adjustment to reflect intercompany transactions between Gentiva home care branches and CareCentrix that were previously eliminated in reporting Historical Gentiva results.

(b) Includes $7,600 of fees to be paid by CareCentrix to Gentiva in connection with a Transition Services Agreement between the Company and CareCentrix.

 

 

3

 


(c) Adjustment to reflect Gentiva’s management fee from CareCentrix ($400) and the elimination of Gentiva’s equity-based compensation expense associated with CareCentrix associates ($450).

(d)Adjustment to reflect $4,408 of reduced interest expense as a result of the prepayment of $58.0 million on the Company’s term loan at a weighted average interest rate of 7.6%.

(e) Adjustment of $2,500 to reflect interest income on the $25.0 million note receivable from CareCentrix that bears interest at an annual rate of 10%.

(f) Adjustment to reflect a combined federal and state statutory tax rate of 40.2% on the CareCentrix results and the pro forma adjustments.

(g) Adjustment to reflect Gentiva’s 31% equity in CareCentrix’s earnings for the fiscal year ended December 30, 2007.

 

Calculation of equity in net earnings of affiliate:

 

 

 

CareCentrix income before income taxes

$

20,976

 

Less:  Interest on seller note @ 10%

 

(2,500)

 

 

Interest on senior debt @ 8%

 

(3,040)

 

 

Management fees

 

(1,600)

 

Adjusted income before income taxes

 

13,836

 

 

Income tax expense @ 40.2%

 

(5,526)

 

Adjusted net income

 

8,274

 

Equity in net earnings of affiliate @ 31%

$

2,565

 

 

 

 

4