Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'WELLCARE HEALTH PLANS, INC. | ' |
Entity Central Index Key | '0001279363 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 43,704,005 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenues: | ' | ' | ' | ' |
Premium | $2,495,559 | $1,816,377 | $7,075,254 | $5,414,131 |
Investment and other income | 4,851 | 2,018 | 13,933 | 6,772 |
Total revenues | 2,500,410 | 1,818,395 | 7,089,187 | 5,420,903 |
Expenses: | ' | ' | ' | ' |
Medical benefits | 2,144,672 | 1,549,456 | 6,147,863 | 4,617,411 |
Selling, general and administrative | 218,790 | 176,797 | 637,590 | 497,493 |
Medicaid premium taxes | 16,947 | 20,581 | 59,161 | 61,048 |
Depreciation and amortization | 11,057 | 8,193 | 31,819 | 22,704 |
Interest | 2,171 | 1,016 | 5,932 | 3,163 |
Total expenses | 2,393,637 | 1,756,043 | 6,882,365 | 5,201,819 |
Income before income taxes | 106,773 | 62,352 | 206,822 | 219,084 |
Income tax expense | 42,779 | 24,065 | 74,410 | 83,123 |
Net income | 63,994 | 38,287 | 132,412 | 135,961 |
Other comprehensive (loss) income, before tax: | ' | ' | ' | ' |
Change in net unrealized gains and losses on available-for-sale securities | -26 | 490 | -1,018 | 1,746 |
Income tax (benefit) expense related to other comprehensive (loss) income | -10 | 182 | -377 | 646 |
Other comprehensive (loss) income, net of tax | -16 | 308 | -641 | 1,100 |
Comprehensive income | $63,978 | $38,595 | $131,771 | $137,061 |
Net income per common share: | ' | ' | ' | ' |
Basic net income per share (in dollars per share) | $1.47 | $0.89 | $3.05 | $3.16 |
Diluted net income per share (in dollars per share) | $1.45 | $0.87 | $3.01 | $3.11 |
Weighted average common shares outstanding: | ' | ' | ' | ' |
Basic (in shares) | 43,608,626 | 43,149,455 | 43,470,758 | 43,070,113 |
Diluted (in shares) | 44,037,922 | 43,844,223 | 43,972,446 | 43,785,424 |
CONSOLIDATED_BALANCE_SHEETS_Un
CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Cash and cash equivalents | $1,390,563 | $1,100,495 |
Investments | 317,587 | 220,344 |
Premiums receivable, net | 449,809 | 387,294 |
Pharmacy rebates receivable, net | 145,172 | 126,832 |
Funds receivable for the benefit of members | 119,438 | 126,646 |
Income taxes receivable | 0 | 15,615 |
Prepaid expenses and other current assets, net | 111,594 | 96,276 |
Deferred income tax asset | 25,058 | 27,208 |
Total current assets | 2,559,221 | 2,100,710 |
Property, equipment and capitalized software, net | 144,273 | 131,518 |
Goodwill | 236,756 | 223,839 |
Other intangible assets, net | 68,345 | 53,028 |
Long-term investments | 86,994 | 96,700 |
Restricted investments | 82,326 | 67,364 |
Other assets | 2,637 | 2,357 |
Total Assets | 3,180,552 | 2,675,516 |
Current Liabilities: | ' | ' |
Medical benefits payable | 964,844 | 732,994 |
Unearned premiums | 178 | 146 |
Accounts payable | 16,441 | 18,582 |
Income taxes payable | 27,484 | 0 |
Other accrued expenses and liabilities | 168,357 | 221,055 |
Current portion of amount payable related to investigation resolution | 35,958 | 37,305 |
Current portion of long-term debt | 39,875 | 15,000 |
Other payables to government partners | 65,417 | 88,344 |
Total current liabilities | 1,318,554 | 1,113,426 |
Deferred income tax liability | 50,264 | 42,058 |
Amount payable related to investigation resolution | 33,828 | 68,171 |
Long-term debt | 296,625 | 120,000 |
Other liabilities | 6,678 | 8,697 |
Total liabilities | 1,705,949 | 1,352,352 |
Commitments and contingencies (see Note 11) | 0 | 0 |
Stockholders' Equity: | ' | ' |
Preferred stock, $0.01 par value (20,000,000 authorized, no shares issued or outstanding) | 0 | 0 |
Common stock, $0.01 par value (100,000,000 authorized, 43,699,105 and 43,212,375 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively) | 437 | 432 |
Paid-in capital | 489,097 | 469,434 |
Retained earnings | 986,498 | 854,086 |
Accumulated other comprehensive loss | -1,429 | -788 |
Total stockholders' equity | 1,474,603 | 1,323,164 |
Total Liabilities and Stockholders' Equity | $3,180,552 | $2,675,516 |
CONSOLIDATED_BALANCE_SHEETS_Un1
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Stockholders' Equity: | ' | ' |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, issued (in shares) | 43,699,105 | 43,212,375 |
Common stock, outstanding (in shares) | 43,699,105 | 43,212,375 |
CONSOLIDATED_STATEMENT_OF_CHAN
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) (USD $) | Total | Common Stock [Member] | Paid in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] |
In Thousands, except Share data, unless otherwise specified | |||||
Balance at Dec. 31, 2012 | $1,323,164 | $432 | $469,434 | $854,086 | ($788) |
Balance (in shares) at Dec. 31, 2012 | 43,212,375 | 43,212,375 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Common stock issued for exercised stock options | 8,614 | 3 | 8,611 | ' | ' |
Common stock issued for exercised stock options (in shares) | ' | 323,839 | ' | ' | ' |
Repurchase and retirement of shares to satisfy tax withholding requirements | -4,069 | 0 | -4,069 | ' | ' |
Repurchase and retirement of shares to satisfy tax withholding requirements (shares) | ' | 0 | ' | ' | ' |
Common stock issued for vested restricted stock, restricted stock units and performance stock units | 0 | 2 | -2 | ' | ' |
Common stock issued for vested restricted stock, restricted stock units, performance stock units and market stock units (in shares) | ' | 162,891 | ' | ' | ' |
Equity-based compensation expense, net of forfeitures | 12,438 | 0 | 12,438 | ' | ' |
Incremental tax benefit from equity-based compensation | 2,685 | 0 | 2,685 | ' | ' |
Comprehensive income (loss) | 131,771 | 0 | 0 | 132,412 | -641 |
Balance at Sep. 30, 2013 | $1,474,603 | $437 | $489,097 | $986,498 | ($1,429) |
Balance (in shares) at Sep. 30, 2013 | 43,699,105 | 43,699,105 | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash provided by (used in) operating activities: | ' | ' |
Net income | $132,412 | $135,961 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 31,819 | 22,704 |
Equity-based compensation expense | 12,438 | 13,534 |
Gain (Loss) on Sale of Assets and Asset Impairment Charges | 9,036 | 164 |
Deferred taxes, net | 9,142 | 15,296 |
Provision for doubtful receivables | 7,023 | 10,272 |
Incremental tax benefit from equity-based compensation | -2,998 | -3,666 |
Changes in operating accounts, net of effects from acquisitions: | ' | ' |
Premiums receivable, net | -32,917 | -184,632 |
Pharmacy rebates receivable, net | -18,340 | -12,046 |
Prepaid expenses and other current assets, net | -10,652 | -6,162 |
Medical benefits payable | 160,415 | -73,634 |
Unearned premiums | 32 | -23 |
Accounts payable and other accrued expenses | -54,980 | -11,895 |
Other payables to government partners | -22,927 | 20,172 |
Amount payable related to investigation resolution | -35,690 | -46,604 |
Income taxes receivable/payable, net | 45,784 | -16,289 |
Other, net | 107 | 2,454 |
Net cash provided by (used in) operating activities | 229,704 | -134,394 |
Cash used in investing activities: | ' | ' |
Acquisitions, net of cash acquired | -40,493 | 0 |
Purchases of investments | -354,565 | -357,214 |
Proceeds from sale and maturities of investments | 304,002 | 342,963 |
Purchases of restricted investments | -41,714 | -30,973 |
Proceeds from maturities of restricted investments | 28,391 | 24,821 |
Additions to property, equipment and capitalized software, net | -48,952 | -47,665 |
Net cash used in investing activities | -153,331 | -68,068 |
Cash provided by (used in) financing activities: | ' | ' |
Proceeds from debt, net of financing costs paid | 228,513 | -585 |
Proceeds from exercises of stock options | 8,614 | 9,227 |
Incremental tax benefit from equity-based compensation | 2,998 | 3,666 |
Repurchase and retirement of shares to satisfy tax withholding requirements | -4,069 | -6,344 |
Payments on debt | -28,500 | -7,500 |
Payments on capital leases | -1,069 | -1,538 |
Funds received (paid) for the benefit of members, net | 7,208 | -57,222 |
Net cash provided by (used in) financing activities | 213,695 | -60,296 |
Increase (decrease) in cash and cash equivalents | 290,068 | -262,758 |
Balance at beginning of period | 1,100,495 | 1,325,098 |
Balance at end of period | 1,390,563 | 1,062,340 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ' | ' |
Cash paid for taxes | 22,316 | 100,010 |
Cash paid for interest | 5,291 | 2,707 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS: | ' | ' |
Non-cash additions to property, equipment, and capitalized software | $2,384 | $1,898 |
ORGANIZATION_BASIS_OF_PRESENTA
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | |
Sep. 30, 2013 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | ' | |
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | ||
WellCare Health Plans, Inc. (the "Company," "we," "us," or "our"), provides managed care services exclusively to government-sponsored health care programs. The Company was formed as a Delaware limited liability company in May 2002 to acquire our Florida, New York and Connecticut health plans. We completed the acquisition of the health plans through two concurrent transactions in July 2002. In July 2004, immediately prior to the closing of our initial public offering, we merged the limited liability company into a Delaware corporation and changed our name to WellCare Health Plans, Inc. | ||
As of September 30, 2013, we served approximately 2,824,000 members. During the nine months ended September 30, 2013, we operated Medicaid health plans in Florida, Georgia, Hawaii, Illinois, Kentucky, Missouri, New York, Ohio and South Carolina. In connection with our acquisitions of Medicaid plans in South Carolina and Missouri (see Note 2), our Medicaid operations in those states began in February 2013 and April 2013, respectively. | ||
Our previous Medicaid contract in Missouri, which expired on June 30, 2012, was not renewed. Our previous Missouri Medicaid contract accounted for approximately $20,000, or less than 1%, of our consolidated premium revenue for the nine months ended September 30, 2012. | ||
Our Medicaid contract in Ohio expired on June 30, 2012. We were not awarded a Medicaid contract in Ohio for the 2013 fiscal year; however, the state contracted with us to provide services to Ohio Medicaid beneficiaries through the transition period, which ended June 30, 2013. As of July 1, 2013, we no longer provided Medicaid services in Ohio. The Ohio Medicaid contract accounted for approximately $127,000, or 1.8%, of our consolidated premium revenue for the nine months ended September 30, 2013, and approximately $68,000 and $198,000, or 3.8% and 3.7%, respectively, of our consolidated premium revenue for the three and nine month periods ended September 30, 2012. | ||
As of September 30, 2013, we also operated Medicare Advantage ("MA") coordinated care plans ("CCPs") in Arizona, California, Connecticut, Florida, Georgia, Hawaii, Illinois, Kentucky, Louisiana, Missouri, New Jersey, New York, Ohio and Texas, as well as a stand-alone Medicare prescription drug plan ("PDP") in 49 states and the District of Columbia. In connection with our acquisitions of MA plans in California and Arizona during the fourth quarter of 2012, our MA operations in those states began in November 2012 and January 2013, respectively. | ||
Pending Acquisitions | ||
In September 2013, we announced that we had entered into an agreement to acquire Windsor Health Group, Inc. ("Windsor") from Munich Health North America, Inc., a part of Munich Re. Through its subsidiaries, Windsor serves Medicare beneficiaries with Medicare Advantage plans, Medicare prescription drug plan and Medicare Supplement products. Windsor offers Medicare Advantage plans in 297 counties primarily in the states of Mississippi, Tennessee, Arkansas, and South Carolina. Windsor has been approved to offer MA plans in 192 counties for 2014. In addition, one of Windsor's subsidiaries offers Medicare Supplement insurance policies through which it serves over 50,000 members in 40 states. The acquisition is expected to close during December 2013 or January 2014, subject to customary regulatory approvals. | ||
In September 2013, we also entered into an agreement to acquire certain assets of Healthfirst Health Plan of New Jersey, Inc. ("Healthfirst NJ"). As of September 2013, Healthfirst NJ serves approximately 47,000 Medicaid members in 12 counties in the state. The acquisition is expected to close during the first quarter of 2014, subject to customary regulatory approvals. Upon closure of the transaction, we will acquire Healthfirst NJ’s membership and substantially all of its provider network. | ||
Basis of Presentation and Use of Estimates | ||
The accompanying unaudited consolidated balance sheets and statements of comprehensive income, changes in stockholders' equity, and cash flows include the accounts of the Company and all of its majority-owned subsidiaries. We eliminated all intercompany accounts and transactions. | ||
The accompanying unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2012 included in our Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission in February 2013. Results for the interim periods presented are not necessarily indicative of results that may be expected for the entire year or any other interim period. | ||
In the opinion of management, the interim financial statements reflect all normal recurring adjustments that we consider necessary for the fair presentation of our financial position, results of operations and cash flows for the interim periods presented. In accordance with GAAP, we make certain estimates and assumptions that affect the amounts reported in the consolidated interim financial statements and accompanying notes. We base these estimates on our knowledge of current events and anticipated future events and evaluate and update our assumptions and estimates on an ongoing basis; however, actual results may differ from our estimates. We evaluated all material events subsequent to the date of these consolidated interim financial statements. | ||
Significant Accounting Policies | ||
Revenue Recognition | ||
We earn premium revenue through our participation in Medicaid, Medicaid-related and Medicare programs. | ||
State governments individually operate and implement and, together with the federal government's Centers for Medicare & Medicaid Services ("CMS"), fund and regulate the Medicaid program. We provide benefits to low-income and disabled persons under the Medicaid program and are paid premiums based on contracts with government agencies in the states in which we operate health plans. Our Medicaid contracts are generally multi-year contracts subject to annual renewal provisions. Rate changes are typically made at the commencement of each new contract renewal period. In some instances, our fixed Medicaid premiums are subject to risk score adjustments based on the acuity of our membership. State agencies analyze encounter submissions of processed claims data to determine the acuity of our membership relative to the entire state's Medicaid membership. | ||
We operate our MA plans under the Medicare Part C program and provide our eligible members with benefits comparable to those available under Medicare Parts A and B. Most of our MA plans and all of our PDP plans offer prescription drug benefits to eligible members under the Medicare Part D program. Premiums for each MA member are based on our annual bids, although the rates vary according to a combination of factors, including upper payment limits established by CMS, the member's geographic location, age, gender, medical history or condition, or the services rendered to the member. Our MA contracts with CMS generally have terms of one year and expire at the end of each calendar year. PDP premiums are also based upon a contract with CMS that has a term of one year and expires at the end of each calendar year. We provide annual written bids to CMS for our PDP plans, which reflect the estimated costs of providing prescription drug benefits over the plan year. Changes in MA and PDP members' health status also impact monthly premiums as described under "Risk-Adjusted Medicare Premiums" below. CMS pays all premium for Medicare Part C and substantially all of the premium for Medicare Part D coverage. We bill the remaining Medicare Part D premium to PDP and MA members with Part D benefits based on the plan year bid submitted to CMS. For qualifying low-income subsidy ("LIS") members, CMS pays for some or all of the LIS members' monthly premium. The CMS payment is dependent upon the member's income level as determined by the Social Security Administration. | ||
We receive premiums from CMS and state agencies on a per member per month ("PMPM") basis for the members that are assigned to, or have selected, us to provide health care services under our Medicare and Medicaid contracts. We recognize premium revenue in the period in which we are obligated to provide services to our members. CMS and state agencies generally pay us in the month in which we provide services. We record premiums earned but not received as premiums receivable and record premiums received in advance of the period of service as unearned premiums in the consolidated balance sheets. Unearned premiums are recognized as revenue when we provide the related services. On a monthly basis, we bill members for any premiums for which they are responsible according to their respective plan. Member premiums are recognized as revenue in the period of service. We reduce recorded premium revenue and member premiums receivable by the amount we estimate may not be collectible, based on our evaluation of historical trends. We also routinely monitor the collectability of specific premiums receivable from CMS and state agencies, including Medicaid receivables for obstetric deliveries and newborns and net receivables for member retroactivity and reduce revenue and premiums receivable by the amount we estimate may not be collectible. We reported premiums receivable, net of an allowance for uncollectible premiums receivable, of $16,725 and $14,843, at September 30, 2013 and December 31, 2012, respectively. Historically, the allowance for member premiums receivable has not been material relative to consolidated premium revenue. | ||
We record retroactive adjustments to revenues based on changes in the number and eligibility status of our members subsequent to when we recorded revenue related to those members and months of service. We receive premium payments based upon eligibility lists produced by CMS and state agencies. We verify these lists to determine whether we have been paid for the correct premium category and program. From time to time, CMS and state agencies require us to reimburse them for premiums that we received for individuals who were subsequently determined by us, or by CMS or state agencies, to be ineligible for any government-sponsored program or to belong to a plan other than ours. We receive additional premiums from CMS and state agencies for individuals who were subsequently determined to belong to our plan for periods in which we received no premium for those members. We estimate the amount of outstanding retroactivity adjustments and adjust premium revenue based on historical trends, premiums billed, the volume of member and contract renewal activity and other information. We record amounts receivable or payable in premiums receivable, net and other accrued expenses and liabilities in the consolidated balance sheets. | ||
Supplemental Medicaid Premiums | ||
We earn, or earned, supplemental premium payments for eligible obstetric deliveries and newborns of our Medicaid members in Georgia, Illinois, Kentucky, Missouri, New York, South Carolina and, until June 30, 2013, in Ohio. Each state Medicaid contract specifies how and when these supplemental payments are earned and paid. Upon delivery of a newborn, we notify the state agency according to the contract terms. We also earn supplemental Medicaid premium payments in some states for high cost drugs and certain services such as early childhood prevention screenings. We recognize supplemental premium revenue in the period we provide related services to our members. | ||
Risk-Adjusted Medicare Premiums  | ||
CMS employs a risk-adjustment model to determine the premium amount it pays for each MA and PDP member. This model apportions premiums paid to all plans according to the health status of each beneficiary enrolled, resulting in higher scores for members with predictably higher costs. The model uses diagnosis data from inpatient and ambulatory treatment settings to calculate each risk score. We collect claims and encounter data for our MA members and submit the necessary diagnosis data to CMS within prescribed deadlines. After reviewing the respective submissions, CMS establishes the premium payments to MA plans at the beginning of the plan year, and then adjusts premium levels on a retroactive basis. The first retroactive adjustment for a given plan year generally occurs during the third quarter of that year and represents the update of risk scores for the current plan year based on the severity of claims incurred in the prior plan year. CMS then issues a final retroactive risk-adjusted premium settlement for that plan year in the following year. | ||
We develop our estimates for risk-adjusted premiums utilizing historical experience and predictive models as sufficient member risk score data becomes available over the course of each CMS plan year. We populate our models with available risk score data on our members and base risk premium adjustments on risk score data from the previous year. We are not privy to risk score data for members new to our plans in the current plan year; therefore we include assumptions regarding these members' risk scores. We periodically revise our estimates of risk-adjusted premiums as additional diagnosis code information is reported to CMS and adjust our estimates to actual amounts when the ultimate adjustment settlements are either received from CMS or we receive notification from CMS of such settlement amounts. As a result of the variability of factors that determine our estimates for risk-adjusted premiums, the actual amount of the CMS retroactive payment could be materially more or less than our estimates and could have a material effect on our results of operations, financial position and cash flows. We record any changes in estimates in current operations as adjustments to premium revenue. Historically, we have not experienced significant differences between our estimates and amounts ultimately received. However, in the three months ended September 30, 2013, we recognized risk adjusted premium received as part of the 2012 final settlement that was higher than our original estimates, mainly related to members in our California MA plan that were new to Medicare in 2012. Additionally, the data provided to CMS to determine members' risk scores is subject to audit by CMS even after the annual settlements occur. An audit may result in the refund of premiums to CMS. While our experience to date has not resulted in a material refund, future refunds could materially reduce premium revenue in the year in which CMS determines a refund is required and could be material to our results of operations, financial position and cash flows. Premiums receivable in the accompanying consolidated balance sheets include MA risk-adjusted premiums receivable of $76,624 and $74,767, and PDP risk-adjusted premiums receivable of $2,896 and $4,813, as of September 30, 2013 and December 31, 2012, respectively. | ||
Minimum Medical Expense and Risk Corridor Provisions | ||
We may be required to refund certain premium revenue to CMS and state government agencies under various contractual and plan arrangements. We estimate the impact of the following arrangements on a monthly basis and reflect any adjustments to premium revenues in current operations. We report the estimated net amounts due to CMS and state agencies in other payables to government partners in the consolidated balance sheets. | ||
Certain of our Florida Medicaid contracts and our Illinois Medicaid contract require us to expend a minimum percentage of premiums on eligible medical benefits expense. To the extent that we expend less than the minimum percentage of the premiums on eligible medical benefits expense, we are required to refund to the state all or some portion of the difference between the minimum and our actual allowable medical benefits expense. We estimate the amounts due to the state agencies as a return of premium based on the terms of our contracts with the applicable state agency. | ||
Our MA and PDP prescription drug plan premiums are subject to risk sharing through the CMS Medicare Part D risk corridor provisions. The risk corridor calculation compares our actual experience to the target amount of prescription drug costs, limited to costs under the standard coverage as defined by CMS, less rebates included in our submitted plan year bid. We receive additional premium from CMS if our actual experience is more than 5% above the target amount. We refund premiums to CMS if our actual experience is more than 5% below the target amount. After the close of the annual plan year, CMS performs the risk corridor calculation and any differences are settled between CMS and our plans. We have not historically experienced material differences between the subsequent CMS settlement amount and our estimates. | ||
Medicare Part D Settlements | ||
We receive certain Part D prospective subsidy payments from CMS for our MA and PDP members based on the estimated costs of providing prescription drug benefits over the plan year. After the close of the annual plan year, CMS reconciles our actual experience to the prospective payments we received and any differences are settled between CMS and our plans. As such, these subsidies represent funding from CMS for which we assume no risk. We do not recognize the receipt of these subsidies as premium revenue and we do not recognize the payments of related prescription drug benefits as medical benefits expense. We report the subsidies received and benefits paid on a net basis as funds receivable (held) for the benefit of members in the consolidated balance sheets. We also report the net receipts and payments as a financing activity in our consolidated statements of cash flows. CMS pays the following subsidies prospectively as a fixed PMPM amount based upon the plan year bid submitted by us: | ||
Low-Income Cost Sharing Subsidy—CMS reimburses us for all or a portion of qualifying LIS members' deductible, coinsurance and co-payment amounts above the out-of-pocket threshold. | ||
Catastrophic Reinsurance Subsidy—CMS reimburses us for 80% of the drug costs after a member reaches his or her out-of-pocket catastrophic threshold through a catastrophic reinsurance subsidy. | ||
Coverage Gap Discount Subsidy—We advance the pharmaceutical manufacturers gap coverage discounts at the point of sale. On a periodic basis, CMS bills pharmaceutical manufacturers for discounts advanced by us. Pharmaceutical manufacturers remit payments for invoiced amounts directly to us. CMS reduces subsequent prospective payments made to us by the discount amounts billed to manufacturers. | ||
CMS generally performs the Part D payment reconciliation in the fourth quarter of the following plan year based on prescription drug event data we submit to CMS within prescribed deadlines. After the Part D payment reconciliation for coverage gap discount subsidies, we may continue to report discounts to CMS for 37 months following the end of the plan year. CMS will invoice manufacturers for these discounts and we will be paid through the quarterly manufacturer payments. Historically, we have not experienced material adjustments related to the CMS annual reconciliation of prior plan year low-income cost sharing, catastrophic reinsurance, and coverage gap discount subsidies. | ||
Medical Benefits and Medical Benefits Payable | ||
We recognize the cost of medical benefits in the period in which services are provided, including an estimate of the cost of medical benefits incurred but not reported ("IBNR"). Medical benefits expense includes direct medical expenses and certain medically-related administrative costs. | ||
Direct medical expenses include amounts paid or payable to hospitals, physicians and providers of ancillary services, such as laboratories and pharmacies. We also record direct medical expenses for estimated referral claims related to health care providers under contract with us who are financially troubled or insolvent and who may not be able to honor their obligations for the costs of medical services provided by others. In these instances, we may be required to honor these obligations for legal or business reasons. Based on our current assessment of providers under contract with us, such losses have not been and are not expected to be significant. We record direct medical expense for our estimates of provider settlement due to clarification of contract terms, out-of-network reimbursement, claims payment differences and amounts due to contracted providers under risk-sharing arrangements. We estimate pharmacy rebates earned based on historical utilization of specific pharmaceuticals, current utilization and contract terms and record amounts as a reduction of recorded direct medical expenses. | ||
Consistent with the criteria specified and defined in guidance issued by the Department of Health and Human Services ("HHS") for costs that qualify to be reported as medical benefits under the minimum medical loss ratio provision of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the "Affordable Care Act"), we record certain medically-related administrative costs such as preventive health and wellness, care management, and other quality improvement costs, as medical benefits expense. All other medically-related administrative costs, such as utilization review services, network and provider credentialing and claims handling costs, are recorded in selling, general, and administrative expense. | ||
Medical benefits payable represents amounts for claims fully adjudicated but not yet paid and estimates for IBNR. Our estimate of IBNR is the most significant estimate included in our consolidated financial statements. We determine our best estimate of the base liability for IBNR utilizing consistent standard actuarial methodologies based upon key assumptions which vary by business segment. Our assumptions include current payment experience, trend factors and completion factors. Trend factors in our standard actuarial methodologies include contractual requirements, historic utilization trends, the interval between the date services are rendered and the date claims are paid, denied claims activity, disputed claims activity, benefit changes, expected health care cost inflation, seasonality patterns, maturity of lines of business, changes in membership and other factors. | ||
After determining an estimate of the base liability for IBNR, we make an additional estimate, also using standard actuarial techniques, to account for adverse conditions that may cause actual claims to be higher than the estimated base reserve. We refer to this additional liability as the provision for moderately adverse conditions. Our estimate of the provision for moderately adverse conditions captures the potential adverse development from factors such as: | ||
• | our entry into new geographical markets; | |
• | our provision of services to new populations such as the aged, blind and disabled; | |
• | variations in utilization of benefits and increasing medical costs; | |
• | changes in provider reimbursement arrangements; | |
• | variations in claims processing speed and patterns, claims payment and the severity of claims; and | |
• | health epidemics or outbreaks of disease such as the flu. | |
We consider the base actuarial model liability and the provision for moderately adverse conditions as part of our overall assessment of our IBNR estimate to properly reflect the complexity of our business, the number of states in which we operate, and the need to account for different health care benefit packages among those states. We evaluate our estimates of medical benefits payable as we obtain more complete claims information and medical expense trend data over time. Volatility in members' needs for medical services, provider claims submissions and our payment processes result in identifiable patterns emerging several months after the causes of deviations from our assumed trends occur. Changes in our estimates of medical benefits payable cannot typically be explained by any single factor, but are the result of a number of interrelated variables, all of which influence the resulting medical cost trend. We record differences between actual experience and estimates used to establish the liability, which we refer to as favorable and unfavorable prior period developments, as increases or decreases to medical benefits expense in the period we identify the differences. | ||
Net unfavorable development related to prior periods amounted to $47,513 for the three months ended September 30, 2013, which includes $16,266 of unfavorable development related to prior fiscal years and $31,247 of unfavorable development related to the first half of 2013. Net unfavorable development related to prior periods amounted to $15,377 for the three months ended September 30, 2012, which includes approximately $23,295 of unfavorable development related to the first half of 2012, partially offset by $7,918 of favorable development related to prior fiscal years. The net unfavorable development recognized in the three month periods ended September 30, 2013 and 2012 was due mainly to higher than projected medical costs in our Medicaid segment. For the nine months ended September 30, 2013, net unfavorable development related to prior fiscal years amounted to approximately $7,115, while for the nine months ended September 30, 2012 net favorable development related to prior fiscal years amounted to approximately $79,708. The net unfavorable development recognized in the nine month period ended September 30, 2013 was due to the 2012 medical cost trend emerging unfavorably compared to our previous estimates, mostly in our Medicare segment. The net favorable development recognized in the nine month period ended September 30, 2012 was due to the 2011 medical cost trend emerging favorably compared to our previous estimates, mostly in our Medicaid segment and to a lesser extent in our MA and PDP segments. | ||
Reinsurance | ||
We cede certain premiums and medical benefits to other insurance companies under various reinsurance agreements in order to increase our capacity to write larger risks and maintain our exposure to loss within our capital resources. We are contingently liable in the event the reinsurance companies do not meet their contractual obligations. We evaluate the financial condition of the reinsurance companies on a regular basis and only contract with well-known, well-established reinsurance companies that are supported by strong financial ratings. We account for reinsurance premiums and medical expense recoveries according to the terms of the underlying reinsurance contracts. | ||
Equity-Based Employee Compensation | ||
During the second quarter of 2013, our stockholders approved the WellCare Health Plans, Inc. 2013 Incentive Compensation Plan (the "2013 Plan"). Upon approval of the 2013 Plan, a total of 2,500,000 shares of our common stock were available for issuance pursuant to the 2013 Plan, minus any shares subject to outstanding awards granted on or after January 1, 2013 under our 2004 Equity Incentive Plan ("the Prior Plan"). In addition, shares subject to awards forfeited under the Prior Plan will become available for issuance under the 2013 Plan. No further awards are permitted to be granted under our Prior Plan. The Compensation Committee of our Board of Directors (the "Compensation Committee") awards certain equity-based compensation under our stock plans, including stock options, restricted stock, restricted stock units ("RSUs"), performance stock units ("PSUs") and market stock units ("MSUs"). We estimate equity-based compensation expense based on awards ultimately expected to vest. We make assumptions of forfeiture rates at the time of grant and continuously reassess our assumptions based on actual forfeiture experience. | ||
We estimate compensation cost for stock options, restricted stock, RSUs and MSUs based on the fair value at the time of grant and recognize expense over the vesting period of the award. For stock options, the grant date fair value is measured using the Black-Scholes options-pricing model. For restricted stock and RSUs, the grant date fair value is based on the closing price of our common stock on the grant date. For MSUs, the fair value at the grant date is measured using a Monte Carlo simulation approach which estimates the fair value of awards based on randomly generated simulated stock-price paths through a lattice-type structure. MSUs expected to vest are recognized as expense on a straight-line basis over the vesting period, which is generally three years. The number of shares of common stock earned upon vesting is determined based on the ratio of the Company's common stock price during the last 30 days market trading days of the calendar year immediately preceding the vesting date to the comparable common stock price as of the grant date, applied to the base units granted. The performance ratio is capped at 150% or 200%, depending on the grant date. If our common stock price declines by more than 50% over the performance period, no shares are earned by the recipient. | ||
At its sole discretion, the Compensation Committee sets certain financial and quality-based performance goals and a target award amount for each award of PSUs. PSUs generally cliff-vest three years from the grant date based on the achievement of the performance goals and conditioned on the employee's continued service through the vesting date. The actual number of common stock shares earned upon vesting will range from zero shares up to 150% or 200% of the target award, depending on the award date. PSUs do not have a grant date or grant fair value for accounting purposes as the subjective nature of the terms of the PSUs precludes a mutual understanding of the key terms and conditions. We recognize expense for PSUs ultimately expected to vest over the requisite service period based on our estimates of progress made towards the achievement of the predetermined performance measures and changes in the market price of our common stock. | ||
Medicaid Premium Taxes | ||
Premium rates established in the Medicaid contracts with Georgia, Hawaii and New York, and, until June 30, 2013, Ohio, include, or included, an assessment or tax on Medicaid premiums. We recognize the premium tax assessment as expense in the period we earn the related premium revenue and remit the taxes back to the state agencies on a periodic basis. | ||
Property, Equipment and Capitalized Software, net | ||
Property, equipment and capitalized software are stated at historical cost, net of accumulated depreciation. We capitalize certain costs incurred in the development of internal-use software, including external direct costs of materials and services and payroll costs of employees devoted to specific software development. We expense other software development costs, such as training and data conversion costs, as incurred. We capitalize the costs of improvements that extend the useful lives of the related assets. | ||
We record depreciation expense using the straight-line method over the estimated useful lives of the related assets, which ranges from three to ten years for leasehold improvements, five for furniture and equipment, and three to five years for computer equipment and software. We include amortization of equipment under capital leases in depreciation expense. We record maintenance and repair costs as selling, general and administrative expense when incurred. | ||
On an ongoing basis, we review events or changes in circumstances that may indicate that the carrying value of an asset may not be recoverable. If the carrying value of an asset exceeds the sum of estimated undiscounted future cash flows, we recognize an impairment loss in the current period for the difference between estimated fair value and carrying value. If assets are determined to be recoverable but the useful lives are shorter than we originally estimated, we depreciate the remaining net book value of the asset over the newly determined remaining useful lives. During the three months ended September 30, 2013, we determined that we would be discontinuing certain projects going forward and, as a result, the software and development costs acquired to support these projects would not be fully recoverable. In accordance with the guidance for the impairment of long-lived assets, we evaluated these assets for recovery and recorded a pre-tax asset impairment charge of $8,997, which is included in selling, general and administrative expenses in our Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2013. | ||
Goodwill and Intangible Assets | ||
Goodwill represents the excess of the cost over the fair market value of net assets acquired and is attributable to our Medicare Advantage and Medicaid reporting segments. Other intangible assets include provider networks, broker networks, trademarks, state contracts, non-compete agreements, licenses and permits. We amortize other intangible assets over their estimated useful lives ranging from approximately one to 15 years. These assets are allocated to reporting segments for impairment testing purposes. | ||
We review goodwill and intangible assets for impairment at least annually, or more frequently if events or changes in our business climate occur that may potentially affect the estimated useful life or the recoverability of the remaining balance of goodwill or intangible assets. Such events or changes in circumstances would include significant changes in membership, state funding, federal and state government contracts and provider networks. To determine whether goodwill is impaired, we perform a multi-step impairment test. First, we can elect to perform a qualitative assessment of each reporting unit to determine whether facts and circumstances support a determination that their fair values are greater than their carrying values. If the qualitative analysis is not conclusive, or if we elect to proceed directly with quantitative testing, we will then measure the fair values of the reporting units using a two-step approach. In the first step, we determine the fair value of the reporting unit using both income and market approaches. We calculate fair value based on our assumptions of key factors such as projected revenues and the discount factor. While we believe these assumptions and estimates are appropriate, other assumptions and estimates could be applied and may produce significantly different results. If the fair value of the reporting unit is less than its carrying value, we measure and record the amount of the goodwill impairment, if any, by comparing the implied fair value of the reporting unit's goodwill to the carrying value. We perform our annual goodwill impairment test based on our financial position and results of operations through the second quarter of each year, which generally coincides with the finalization of federal and state contract negotiations and our initial budgeting process. | ||
We elected to bypass the optional qualitative fair value assessment and conducted our annual quantitative test for goodwill impairment during the third quarter of 2013. Based on the results of our quantitative test, we determined that the fair values of our reporting units exceeded their carrying values and therefore no impairment charges were recorded during the three and nine months ended September 30, 2013. | ||
Income Taxes | ||
We record income tax expense as incurred based on enacted tax rates, estimates of book-to-tax differences in income, and projections of income that will be earned in each taxing jurisdiction. We recognize deferred tax assets and liabilities for the estimated future tax consequences of differences between the carrying amounts of existing assets and liabilities and their respective tax basis. We measure deferred tax assets and liabilities using tax rates applicable to taxable income in the years in which we expect to recover or settle those temporary differences. We record a valuation allowance on deferred taxes if we determine it is more likely than not that we will not fully realize the future benefit of deferred tax assets. We file tax returns after the close of our fiscal year end and adjust our estimated tax receivable or liability to the actual tax receivable or due per the filed state and federal tax returns. Historically, we have not experienced significant differences between our estimates of income tax expense and actual amounts incurred. | ||
State and federal taxing authorities may challenge the positions we take on our filed tax returns. We evaluate our tax positions and only recognize a tax benefit if it is more likely than not that a tax audit will sustain our conclusion. Based on our evaluation of tax positions, we believe that potential tax exposures have been recorded appropriately. State and federal taxing authorities may propose additional tax assessments based on periodic audits of our tax returns. We believe our tax positions comply with applicable tax law in all material aspects and we will vigorously defend our positions on audit. The ultimate resolution of these audits may materially impact our financial position, results of operations or cash flows. We have not experienced material adjustments to our consolidated financial statements as a result of these audits. | ||
We participate in the Internal Revenue Service ("IRS") Compliance Assurance Process ("CAP"). The objective of CAP is to reduce taxpayer burden and uncertainty by working with the IRS to ensure tax return accuracy prior to filing, thereby reducing or eliminating the need for post-filing examinations. | ||
Recently Adopted Accounting Standards | ||
In December 2011, the Financial Accounting Standards Board ("FASB") issued ASU 2011-11, "Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities" and in January 2013 issued ASU 2013-01, "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities," which limits the scope of the new offsetting disclosure requirements. This amended guidance requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. We adopted this guidance effective January 1, 2013. The adoption of this guidance did not have a material impact on our consolidated financial position, results of operations or cash flows. | ||
In July 2012, the FASB issued ASU 2012-02, "Testing Indefinite-Lived Intangible Assets for Impairment," which allows an entity to assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. An entity would not be required to calculate the fair value of indefinite-lived intangible assets unless the entity determines, based on qualitative assessment, that it is not more likely than not, the indefinite-lived intangible asset is impaired. We adopted this guidance effective January 1, 2013. The adoption of this guidance did not have a material impact on our consolidated financial position, results of operations or cash flows. | ||
In February 2013, the FASB issued ASU 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income," which requires preparers to report information about reclassifications out of accumulated other comprehensive income ("AOCI"). The guidance also requires companies to report changes in AOCI balances. We adopted this guidance effective January 1, 2013. The adoption of this guidance did not have a material impact on our consolidated financial position, results of operations or cash flows. | ||
Recently Issued Accounting Standards | ||
In July 2013, the FASB issued ASU 2013-11, "Incomes Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." This update addresses the diversity in practice regarding financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance requires an unrecognized tax benefit, or a portion thereof, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. To the extent the deferred tax asset is not available at the reporting date to settle any additional income taxes that would result from the disallowance of a tax position; the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with the deferred tax asset. The amendments in this standard are effective for reporting periods beginning after December 15, 2013, with early adoption permitted. We do not believe the adoption of this standard will have a material impact on our consolidated financial position, results of operations or cash flows. | ||
In February 2013, the FASB issued ASU 2013-04, "Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date." This update provides guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the guidance is fixed at the reporting date. The guidance in this update also requires the entity to disclose the nature and amount of the obligation, as well as other information about such obligations. The guidance is effective for fiscal years beginning after December 15, 2013, with early adoption permitted. We will adopt this guidance effective January 1, 2014. We do not believe the adoption of this standard will have a material impact on our consolidated financial position, results of operations or cash flows. | ||
In July 2011, the FASB issued ASU 2011-06, "Other Expenses – Fees Paid to the Federal Government by Health Insurers." This update addresses accounting for the annual fees mandated by the Affordable Care Act. The Affordable Care Act imposes an annual fee on health insurers, payable to the U.S. government, calculated on net premiums and third-party administrative agreement fees. The updated standard requires that the liability for the fee be estimated and accrued in full once the entity provides qualifying health insurance in the applicable calendar year in which the fee is payable with a corresponding deferred cost that is amortized to expense. The fees are initiated for calendar years beginning January 1, 2014, and the amendments provided by this update become effective for calendar years beginning after December 31, 2013. We are unable to estimate the magnitude of this fee on our consolidated financial position, results of operations or cash flows at this time. |
ACQUISITIONS_Notes
ACQUISITIONS (Notes) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
Business Combinations [Abstract] | ' | |||
ACQUISITIONS | ' | |||
ACQUISITIONS | ||||
WellCare of South Carolina | ||||
On January 31, 2013, we acquired all outstanding stock of WellCare of South Carolina, Inc. ("WCSC"), formerly UnitedHealthcare of South Carolina, Inc., a South Carolina Medicaid subsidiary of UnitedHealth Group Incorporated. WCSC participates in the South Carolina Healthy Connections Choices program in 39 of the state's 46 counties. As of September 30, 2013, WCSC membership approximated 50,000. We included the results of WCSC's operations from the date of acquisition in our consolidated financial statements. | ||||
During the second quarter of 2013, we recorded $2,020 of purchase accounting adjustments related to the WCSC acquisition, including a $1,774 receivable to the Company from the seller which is included in prepaid expenses and other current assets, net, in our Consolidated Balance Sheet at September 30, 2013. These adjustments were offset to goodwill. We have not finalized the accounting for this acquisition and are in the process of validating the fair values of net tangible assets acquired and obtaining third-party valuations of intangible assets. As such, the preliminary measurements of net assets acquired, intangible assets and goodwill are subject to change. | ||||
The following table summarizes the preliminary estimated fair values of tangible assets acquired and liabilities assumed at the acquisition date. | ||||
Cash and cash equivalents | $ | 11,540 | ||
Investments | 37,949 | |||
Premiums receivable, net | 2,857 | |||
Other assets | 2,398 | |||
Total assets acquired | 54,744 | |||
Medical benefits payable | (28,375 | ) | ||
Accrued expenses and other payables | (716 | ) | ||
Total liabilities assumed | (29,091 | ) | ||
Fair value of net tangible assets acquired | $ | 25,653 | ||
In connection with the WCSC acquisition, we recorded $9,510 for the preliminary valuation of identified intangible assets, including state contracts of $8,700 (10-year useful life) and provider networks of $810 (15-year useful life). We valued the intangible assets using a discounted future cash flow analysis based on our consideration of historical financial results and expected industry and market trends. We discounted the future cash flows by a weighted-average cost of capital based on an analysis of the cost of capital for guideline companies within our industry. We amortize the intangible assets on a straight-line basis over the period we expect these assets to contribute directly or indirectly to the future cash flows. The weighted average amortization period for these intangibles was 10.4 years. | ||||
We recorded $12,576 for the preliminary valuation of goodwill, assigned to our Medicaid segment, for the excess of the purchase price over the estimated fair value of net tangible assets and identifiable intangible assets acquired. The recorded goodwill and other intangible assets related to the WCSC acquisition are deductible for tax purposes. | ||||
Missouri Care | ||||
On March 31, 2013, we acquired all outstanding stock of Missouri Care, Incorporated, a subsidiary of Aetna Inc. ("Missouri Care"), which participates in the Missouri HealthNet Medicaid program. We began serving Missouri Care members effective April 1, 2013. As of September 30, 2013, Missouri Care membership approximated 106,000. | ||||
We have not finalized the accounting for our acquisition of Missouri Care. We are in the process of validating the fair values of net tangible assets acquired and obtaining third-party valuations of intangible assets. As such, the preliminary measurements of net assets acquired, intangible assets and goodwill are subject to change. | ||||
The following table summarizes the preliminary estimated fair values of tangible assets acquired and liabilities assumed at the acquisition date. | ||||
Cash and cash equivalents | $ | 17,823 | ||
Premiums receivable, net | 33,914 | |||
Other assets | 1,603 | |||
Total assets acquired | 53,340 | |||
Medical benefits payable | (43,060 | ) | ||
Other accrued liabilities | (21 | ) | ||
Total liabilities assumed | (43,081 | ) | ||
Fair value of net tangible assets acquired | $ | 10,259 | ||
In connection with the Missouri Care acquisition, we recorded $7,060 for the preliminary valuation of identified intangible assets. Those definite-lived intangible assets include state contracts of $4,800 (10-year useful life), provider networks of $1,300 (15-year useful life) and trademarks of $960 (15-year useful life). We valued the intangible assets using a discounted future cash flow analysis based on our consideration of historical financial results and expected industry and market trends. We discounted the future cash flows by a weighted-average cost of capital based on an analysis of the cost of capital for guideline companies within our industry. We amortize the intangible assets on a straight-line basis over the period we expect these assets to contribute directly or indirectly to the future cash flows. The weighted average amortization period for these intangibles was 11.6 years. | ||||
We recorded $3,024 for the preliminary valuation of goodwill, assigned to our Medicaid segment, for the excess of the purchase price over the estimated fair value of net tangible assets and identifiable intangible assets acquired. The recorded goodwill and other intangible assets related to the Missouri Care acquisition are deductible for tax purposes. |
SEGMENT_REPORTING
SEGMENT REPORTING | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
SEGMENT REPORTING | ' | |||||||||||||||
SEGMENT REPORTING | ||||||||||||||||
On a regular basis, we evaluate discrete financial information and assess the performance of our three reportable segments, Medicaid, MA and PDP, to determine the most appropriate use and allocation of Company resources. | ||||||||||||||||
  | ||||||||||||||||
Medicaid | ||||||||||||||||
Our Medicaid segment includes plans for beneficiaries of Temporary Assistance for Needy Families ("TANF"), Supplemental Security Income ("SSI"), Aged Blind and Disabled ("ABD") and other state-based programs that are not part of the Medicaid program, such as Children's Health Insurance Program ("CHIP"), Family Health Plus ("FHP"), and Managed Long-Term Care ("MLTC") programs. TANF generally provides assistance to low-income families with children. ABD and SSI generally provide assistance to low-income aged, blind or disabled individuals. CHIP and FHP programs provide assistance to qualifying families who are not eligible for Medicaid because their income exceeds the applicable income thresholds. The MLTC program is designed to help people with chronic illnesses or who have disabilities and need health and long-term care services, such as home care or adult day care, to enable them to stay in their homes and communities as long as possible. | ||||||||||||||||
Our Medicaid operations in certain states individually account for 10% or more of our consolidated premium revenue. Those states, and the respective Medicaid premium revenue as a percentage of total consolidated premium revenue, are as follows:Â | ||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Florida | 12% | 14% | 12% | 13% | ||||||||||||
Georgia | 17% | 19% | 16% | 20% | ||||||||||||
Kentucky | 15% | 10% | 14% | 9% | ||||||||||||
The state of Florida renewed certain of our Florida Medicaid contracts for a three-year period beginning September 1, 2012 through August 31, 2015. These contracts are expected to be terminated early in connection with the implementation of Florida's new Statewide Medicaid Managed Care ("SMMC") program, which will consist of a Long Term Care program and a Managed Medical Assistance program (the "MMA program"). In September and October 2013, we were notified that we had been recommended to receive contract awards to provide managed care services to Medicaid recipients in eight of the state's 11 regions as part of the MMA program. These regions include the Jacksonville, Miami, Orlando, St. Petersburg, Tallahassee and Tampa metropolitan areas.We expect that starting in the second quarter of 2014, two to three regions will be launched per month, and all regions should be launched by October 2014. | ||||||||||||||||
The Georgia Department of Community Health (the "Georgia DCH") exercised its option in June 2013 to extend the term of our Georgia Medicaid contract until June 30, 2014. The Georgia DCH also indicated its intent to amend our Georgia Medicaid contract to include two additional one-year renewal options, exercisable by the Georgia DCH, which could potentially extend the contract term to June 30, 2016. | ||||||||||||||||
Our primary Kentucky contract commenced in July 2011 and has an initial three-year term and provides for four additional one-year option terms, exercisable upon mutual agreement of the parties, which potentially extends the total term until July 2018. We began serving Medicaid beneficiaries in Region 3 of the Commonwealth of Kentucky on January 1, 2013. | ||||||||||||||||
MA | ||||||||||||||||
Medicare is a federal program that provides eligible persons age 65 and over and some disabled persons with a variety of hospital, medical and prescription drug benefits. MA is Medicare's managed care alternative to the original Medicare program, which provides individuals standard Medicare benefits directly through CMS. Our MA CCPs generally require members to seek health care services and select a primary care physician from a network of health care providers. In addition, we offer coverage of prescription drug benefits under the Medicare Part D program as a component of most of our MA plans. | ||||||||||||||||
PDP | ||||||||||||||||
We offer stand-alone Medicare Part D coverage to Medicare-eligible beneficiaries in our PDP segment. The Medicare Part D prescription drug benefit is supported by risk sharing with the federal government through risk corridors designed to limit the losses and gains of the participating drug plans and by reinsurance for catastrophic drug costs. The government subsidy is based on the national weighted average monthly bid for this coverage, adjusted for risk factor payments. Additional subsidies are provided for dually-eligible beneficiaries and specified low-income beneficiaries. The Part D program offers national in-network prescription drug coverage that is subject to limitations in certain circumstances. | ||||||||||||||||
Summary of Financial Information | ||||||||||||||||
We allocate goodwill and other intangible assets to our reportable operating segments. We do not allocate any other assets and liabilities, investment and other income, or selling, general and administrative, depreciation and amortization, or interest expense to our reportable operating segments. The Company's decision-makers primarily use premium revenue, medical benefits expense and gross margin to evaluate the performance of our reportable operating segments. A summary of financial information for our reportable operating segments through the gross margin level and a reconciliation to income before income taxes is presented in the tables below. | ||||||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Premium revenue: | ||||||||||||||||
Medicaid | $ | 1,492,362 | $ | 1,096,929 | $ | 4,184,737 | $ | 3,269,010 | ||||||||
MA | 807,344 | 470,756 | 2,286,230 | 1,364,505 | ||||||||||||
PDP | 195,853 | 248,692 | 604,287 | 780,616 | ||||||||||||
Total premium revenue | 2,495,559 | 1,816,377 | 7,075,254 | 5,414,131 | ||||||||||||
Medical benefits expense: | ||||||||||||||||
Medicaid | 1,314,643 | 980,016 | 3,636,283 | 2,844,469 | ||||||||||||
MA | 685,711 | 408,654 | 1,968,580 | 1,133,448 | ||||||||||||
PDP | 144,318 | 160,786 | 543,000 | 639,494 | ||||||||||||
Total medical benefits expense | 2,144,672 | 1,549,456 | 6,147,863 | 4,617,411 | ||||||||||||
Gross margin: | ||||||||||||||||
Medicaid | 177,719 | 116,913 | 548,454 | 424,541 | ||||||||||||
MA | 121,633 | 62,102 | 317,650 | 231,057 | ||||||||||||
PDP | 51,535 | 87,906 | 61,287 | 141,122 | ||||||||||||
Total gross margin | 350,887 | 266,921 | 927,391 | 796,720 | ||||||||||||
Investment and other income | 4,851 | 2,018 | 13,933 | 6,772 | ||||||||||||
Other expenses | (248,965 | ) | (206,587 | ) | (734,502 | ) | (584,408 | ) | ||||||||
Income before income taxes | $ | 106,773 | $ | 62,352 | $ | 206,822 | $ | 219,084 | ||||||||
NET_INCOME_PER_COMMON_SHARE
NET INCOME PER COMMON SHARE | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
NET INCOME PER COMMON SHARE | ' | |||||||||||
NET INCOME PER COMMON SHARE | ||||||||||||
We compute basic net income per common share on the basis of the weighted-average number of unrestricted common shares outstanding. We compute diluted net income per common share on the basis of the weighted-average number of unrestricted common shares outstanding plus the dilutive effect of outstanding stock options, restricted stock, RSUs, MSUs and PSUs using the treasury stock method. | ||||||||||||
The calculation of the weighted-average common shares outstanding — diluted is as follows: | ||||||||||||
For the Three Months Ended | For the Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Weighted-average common shares outstanding — basic | 43,608,626 | 43,149,455 | 43,470,758 | 43,070,113 | ||||||||
Dilutive effect of: | ||||||||||||
Unvested restricted stock, restricted stock units, market stock and performance stock units | 330,283 | 508,383 | 352,161 | 507,200 | ||||||||
Stock options | 99,013 | 186,385 | 149,527 | 208,111 | ||||||||
Weighted-average common shares outstanding — diluted | 44,037,922 | 43,844,223 | 43,972,446 | 43,785,424 | ||||||||
Anti-dilutive stock options, restricted stock and performance based awards excluded from computation | 64,862 | — | 102,988 | — | ||||||||
INVESTMENTS
INVESTMENTS | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||||||||
INVESTMENTS | ' | |||||||||||||||||||
INVESTMENTS | ||||||||||||||||||||
The Company considers all of its investments as available-for-sale securities. The amortized cost, gross unrealized gains or losses and estimated fair value of short-term and long term investments by security type are summarized in the following tables. | ||||||||||||||||||||
Amortized | Gross | Gross | Estimated | |||||||||||||||||
Cost | Unrealized | Unrealized | Fair Value | |||||||||||||||||
Gains | Losses | |||||||||||||||||||
September 30, 2013 | ||||||||||||||||||||
Auction rate securities | $ | 34,150 | $ | — | $ | (2,342 | ) | $ | 31,808 | |||||||||||
Certificates of deposit | 4,300 | — | — | 4,300 | ||||||||||||||||
Corporate debt and other securities | 119,471 | 19 | (182 | ) | 119,308 | |||||||||||||||
Money market funds | 43,377 | — | — | 43,377 | ||||||||||||||||
Municipal securities | 100,326 | 53 | (47 | ) | 100,332 | |||||||||||||||
Variable rate bond fund | 85,000 | 275 | (44 | ) | 85,231 | |||||||||||||||
U.S. government securities | 20,184 | 91 | (50 | ) | 20,225 | |||||||||||||||
$ | 406,808 | $ | 438 | $ | (2,665 | ) | $ | 404,581 | ||||||||||||
December 31, 2012 | ||||||||||||||||||||
Auction rate securities | $ | 34,150 | $ | — | $ | (2,104 | ) | $ | 32,046 | |||||||||||
Corporate debt and other securities | 62,166 | 77 | (13 | ) | 62,230 | |||||||||||||||
Money market funds | 9,513 | — | — | 9,513 | ||||||||||||||||
Municipal securities | 118,765 | 44 | (63 | ) | 118,746 | |||||||||||||||
Variable rate bond fund | 75,000 | 686 | — | 75,686 | ||||||||||||||||
U.S. government securities | 18,702 | 121 | — | 18,823 | ||||||||||||||||
$ | 318,296 | $ | 928 | $ | (2,180 | ) | $ | 317,044 | ||||||||||||
Realized gains and losses on sales and redemptions of investments were not material for the three and nine month periods ended September 30, 2013 and 2012. | ||||||||||||||||||||
Contractual maturities of available-for-sale investments at September 30, 2013 are as follows: | ||||||||||||||||||||
Total | Within | 1 Through 5 | 5 Through 10 | Thereafter | ||||||||||||||||
1 Year | Years | Years | ||||||||||||||||||
Auction rate securities | $ | 31,808 | $ | — | $ | — | $ | — | $ | 31,808 | ||||||||||
Certificates of deposit | 4,300 | 3,750 | 550 | — | — | |||||||||||||||
Corporate debt and other securities | 119,308 | 94,378 | 24,930 | — | — | |||||||||||||||
Money market funds | 43,377 | 43,377 | — | — | — | |||||||||||||||
Municipal securities | 100,332 | 86,921 | 13,411 | — | — | |||||||||||||||
Variable rate bond fund | 85,231 | 85,231 | — | — | — | |||||||||||||||
U.S. government securities | 20,225 | 3,930 | 16,295 | — | — | |||||||||||||||
$ | 404,581 | $ | 317,587 | $ | 55,186 | $ | — | $ | 31,808 | |||||||||||
Actual maturities may differ from contractual maturities due to the exercise of pre-payment options. | ||||||||||||||||||||
Excluding investments in U.S. government securities, we are not exposed to any significant concentration of credit risk in our fixed maturities portfolio. Our long-term investments include $31,808 estimated fair value of municipal note securities with an auction reset feature ("auction rate securities"), which were issued by various state and local municipal entities for the purpose of financing student loans, public projects and other activities. Liquidity for these auction rate securities is typically provided by an auction process which allows holders to sell their notes and resets the applicable interest rate at pre-determined intervals, usually every seven or 35 days. We consider our auction rate securities to be in an inactive market as auctions have continued to fail in 2013. Our auction rate securities have been in an unrealized loss position for more than twelve months. Two auction rate securities with an aggregate par value of $22,550 have investment grade security credit ratings and one auction rate security with a par value of $11,600 has a credit rating below investment grade. Our auction rate securities are covered by government guarantees or municipal bond insurance and we have the ability and intent to hold these securities until maturity or market stability is restored. Accordingly, we do not believe our auction rate securities are impaired and have not recorded any other-than-temporary impairment as of September 30, 2013. | ||||||||||||||||||||
There were no redemptions or sales of our auction rate securities during the three and nine months ended September 30, 2013 and September 30, 2012, and accordingly, we realized no losses associated with our auction rate securities during the three and nine months ended September 30, 2013 and September 30, 2012. |
RESTRICTED_INVESTMENTS
RESTRICTED INVESTMENTS | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Restricted Investments Note [Abstract] | ' | |||||||||||||||
RESTRICTED INVESTMENTS | ' | |||||||||||||||
RESTRICTED INVESTMENTS | ||||||||||||||||
The amortized cost, gross unrealized gains, gross unrealized losses and fair value of our restricted investment securities are as follows:Â | ||||||||||||||||
Amortized | Gross | Gross | Estimated | |||||||||||||
Cost | Unrealized | Unrealized | Fair Value | |||||||||||||
Gains | Losses | |||||||||||||||
September 30, 2013 | ||||||||||||||||
Money market funds | $ | 19,236 | $ | — | $ | — | $ | 19,236 | ||||||||
Cash | 39,877 | — | — | 39,877 | ||||||||||||
Certificates of deposit | 1,351 | — | — | 1,351 | ||||||||||||
U.S. government securities | 21,902 | 26 | (66 | ) | 21,862 | |||||||||||
$ | 82,366 | $ | 26 | $ | (66 | ) | $ | 82,326 | ||||||||
December 31, 2012 | ||||||||||||||||
Money market funds | $ | 18,630 | $ | — | $ | — | $ | 18,630 | ||||||||
Cash | 29,179 | — | — | 29,179 | ||||||||||||
Certificates of deposit | 1,551 | — | — | 1,551 | ||||||||||||
U.S. government securities | 18,003 | 2 | (1 | ) | 18,004 | |||||||||||
$ | 67,363 | $ | 2 | $ | (1 | ) | $ | 67,364 | ||||||||
No realized gains or losses were recorded on restricted investments for the three and nine month periods ended September 30, 2013 and September 30, 2012. |
EQUITYBASED_COMPENSATION
EQUITY-BASED COMPENSATION | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||
EQUITY-BASED COMPENSATION | ' | ||||||||||||
EQUITY-BASED COMPENSATION | |||||||||||||
Compensation expense related to our equity-based compensation awards was $5,380 and $12,438 for the three and nine months ended September 30, 2013, respectively, and $3,992 and $13,534 for the three and nine months ended September 30, 2012, respectively. As of September 30, 2013, there was $20,569 of unrecognized compensation cost related to non-vested equity-based compensation arrangements that is expected to be recognized over a weighted-average period of 2.0 years. | |||||||||||||
A summary of stock option activity for the nine months ended September 30, 2013, and the aggregate intrinsic value and weighted average remaining contractual term for stock options as of September 30, 2013, is presented in the table below. | |||||||||||||
Shares | Weighted | Aggregate | Weighted | ||||||||||
Average | Intrinsic | Average | |||||||||||
Exercise | Value | Remaining | |||||||||||
Price | Contractual | ||||||||||||
Term (Years) | |||||||||||||
Outstanding as of January 1, 2013 | 435,876 | $ | 26.4 | ||||||||||
Granted | — | — | |||||||||||
Exercised | (328,487 | ) | 26.94 | ||||||||||
Forfeited and expired | (8,905 | ) | 5.85 | ||||||||||
Outstanding as of September 30, 2013Â (1) | 98,484 | 26.33 | $ | 4,275 | 2.2 | ||||||||
(1)Â Â Â Â All of the Company's outstanding stock options were vested and exercisable as of September 30, 2013. | |||||||||||||
A summary of restricted stock and RSU activity for the nine months ended September 30, 2013 is presented in the table below. | |||||||||||||
Restricted | Weighted | ||||||||||||
Stock and | Average | ||||||||||||
 RSUs | Grant-Date | ||||||||||||
Fair Value | |||||||||||||
Outstanding as of January 1, 2013 | 273,174 | $ | 45.9 | ||||||||||
Granted | 177,842 | 55.87 | |||||||||||
Vested | (145,110 | ) | 38.67 | ||||||||||
Forfeited and expired | (44,217 | ) | 51.56 | ||||||||||
Outstanding as of September 30, 2013 | 261,689 | 55.56 | |||||||||||
A summary of PSU activity for the nine months ended September 30, 2013 is presented in the table below. | |||||||||||||
  PSUs | Weighted | ||||||||||||
Average | |||||||||||||
Grant-Date | |||||||||||||
Fair Value | |||||||||||||
Outstanding as of January 1, 2013 | 421,566 | $ | 46.81 | ||||||||||
Granted | 177,991 | 57.36 | |||||||||||
Vested | (90,347 | ) | 29.73 | ||||||||||
Forfeited and expired | (106,538 | ) | 52 | ||||||||||
Outstanding as of September 30, 2013 | 402,672 | 54.09 | |||||||||||
A summary of our MSU activity for the nine months ended September 30, 2013 is presented in the table below. | |||||||||||||
 MSUs | Weighted | ||||||||||||
Average | |||||||||||||
Grant-Date | |||||||||||||
Fair Value | |||||||||||||
Outstanding as of January 1, 2013 | 62,193 | $ | 74.03 | ||||||||||
Granted | 68,588 | 81.59 | |||||||||||
Vested | — | — | |||||||||||
Forfeited and expired | (24,758 | ) | 77.32 | ||||||||||
Outstanding as of September 30, 2013 | 106,023 | 78.18 | |||||||||||
DEBT
DEBT | 9 Months Ended | |
Sep. 30, 2013 | ||
Debt Disclosure [Abstract] | ' | |
DEBT | ' | |
DEBT | ||
In August 2011, we entered into a $300,000 senior secured credit agreement (as amended through February 12, 2013, "the Credit Agreement"), which provided for a $150,000 term loan credit facility as well as a $150,000 revolving credit facility. On February 12, 2013, we borrowed an additional $230,000 in term loans in connection with the execution of an amendment that increased the total available credit facility under the Credit Agreement to $515,000, including a $365,000 term loan credit facility and a $150,000 revolving credit facility. Both the term loan and revolving credit facilities are set to expire August 2016. Payments of principal on the term loan are due on a quarterly basis through July 31, 2016. A balance of $336,500 remains outstanding under the Credit Agreement at September 30, 2013, including $39,875 classified as a current liability in the accompanying consolidated balance sheet. | ||
The annual interest rate on outstanding term loans was 1.94% and 1.75% as of September 30, 2013 and December 31, 2012, respectively. Under the Credit Agreement, outstanding credit facility borrowings designated as Alternate Base Rate ("ABR") loans bear interest at a rate per annum equal to an applicable margin ranging from 0.50% to 2.25% plus the greatest of: | ||
• | the prime rate in effect on such day; | |
• | the federal funds effective rate in effect on such day plus 0.50%; and | |
• | adjusted London Inter-Bank Offered Rate ("Adjusted LIBOR") for a one-month interest period on such day plus 1%. | |
Outstanding credit facility borrowings designated as Eurodollar loans bear interest at a rate per annum equal to the Adjusted LIBOR for the interest period in effect plus an applicable margin ranging from 1.50% to 3.25%. Our ratio of total consolidated debt to consolidated earnings before interest, taxes, depreciation and amortization, as defined in the Credit Agreement (our "Cash Flow Leverage Ratio") determines the applicable margin for both ABR and Eurodollar loans. | ||
We incur a fee of 0.25% to 0.50% for unutilized commitments under the Credit Agreement, depending upon our Cash Flow Leverage Ratio. We recorded total interest expense under the Credit Agreement of $5,087 for the nine months ended September 30, 2013, including commitment fees and interest of $314 and $4,773, respectively. We make interest payments based on the LIBOR election period, which ranges from a period of one to six months, and pay the commitment fees quarterly. | ||
We defer and amortize financing costs over the life of the Credit Agreement using the straight-line method. Deferred financing costs, net of accumulated amortization, of $2,980 and $2,274, are included in the accompanying consolidated balance sheets as of September 30, 2013 and December 31, 2012, respectively. We recorded amortization expense of $781 and $442 for the nine months ended September 30, 2013 and September 30, 2012, respectively. | ||
The Credit Agreement includes customary covenants and restrictions which, among other things, limit our ability to incur additional indebtedness. We may incur additional senior and subordinated unsecured indebtedness provided that our Cash Flow Leverage Ratio, calculated to include any such debt incurred, is at least 0.25 times less than the maximum Cash Flow Leverage Ratio. In addition, the Credit Agreement requires that we maintain: | ||
• | a Cash Flow Leverage Ratio of not more than 2.75 times; | |
• | a minimum fixed charge coverage ratio of 3.00 times; | |
• | a minimum level of statutory net worth for our regulated subsidiaries; and | |
• | cash in an amount equal to one year of payment obligations due and payable to the U.S. Department of Justice during the next twelve consecutive months, so long as such obligations remain outstanding. See Note 11 for more information regarding our obligations to the U.S. Department of Justice. | |
The Credit Agreement also contains customary representations and warranties and events of default. Payment of outstanding principal and related accrued interest thereon may be accelerated and become immediately due and payable upon our default of payment or other performance obligations, or our failure to comply with financial or other covenants in the Credit Agreement, subject to applicable notice requirements and cure periods. | ||
As of the date of this filing, the revolving credit facility has not been drawn upon and we remain in compliance with all covenants. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
FAIR VALUE MEASUREMENTS | ' | |||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||||
Our consolidated balance sheets include the following financial instruments: cash and cash equivalents, investments, receivables, accounts payable, medical benefits payable, long-term debt and other liabilities. We consider the carrying amounts of cash and cash equivalents, receivables, other current assets and current liabilities to approximate their fair value due to the short period of time between the origination of these instruments and the expected realization or payment. | ||||||||||||||||
Recurring Fair Value Measurements | ||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis at September 30, 2013 are as follows: | ||||||||||||||||
Fair Value Measurements Using | ||||||||||||||||
Carrying Value | Quoted Prices in | Significant Other | Significant | |||||||||||||
Active Markets | Observable | Unobservable | ||||||||||||||
for Identical | Inputs | Inputs | ||||||||||||||
Assets | (Level 2) | (Level 3) | ||||||||||||||
(Level 1) | ||||||||||||||||
Investments: | ||||||||||||||||
Auction rate securities | $ | 31,808 | $ | — | $ | — | $ | 31,808 | ||||||||
Corporate debt securities | 117,081 | — | 117,081 | — | ||||||||||||
Certificates of deposit | 4,300 | — | 4,300 | — | ||||||||||||
Commercial paper | — | — | — | — | ||||||||||||
Asset backed securities | 2,227 | — | 2,227 | — | ||||||||||||
Money market funds | 43,377 | 43,377 | — | — | ||||||||||||
Municipal securities | 100,332 | — | 100,332 | — | ||||||||||||
Variable rate bond fund | 85,231 | 85,231 | — | — | ||||||||||||
U.S. government securities | 20,225 | 20,225 | — | — | ||||||||||||
Total investments | $ | 404,581 | $ | 148,833 | $ | 223,940 | $ | 31,808 | ||||||||
Restricted investments: | ||||||||||||||||
Money market funds | $ | 19,236 | $ | 19,236 | $ | — | $ | — | ||||||||
Cash | 39,877 | 39,877 | — | — | ||||||||||||
Certificates of deposit | 1,351 | — | 1,351 | — | ||||||||||||
U.S. government securities | 21,862 | 21,862 | — | — | ||||||||||||
Total restricted investments | $ | 82,326 | $ | 80,975 | $ | 1,351 | $ | — | ||||||||
Amounts accrued related to investigation resolution | $ | 69,786 | $ | — | $ | 69,786 | $ | — | ||||||||
Assets and liabilities measured at fair value on a recurring basis at December 31, 2012 are as follows: | ||||||||||||||||
Fair Value Measurements Using | ||||||||||||||||
Carrying Value | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Investments: | ||||||||||||||||
Auction rate securities | $ | 32,046 | $ | — | $ | — | $ | 32,046 | ||||||||
Corporate debt securities | 57,705 | — | 57,705 | — | ||||||||||||
Asset backed securities | 4,525 | — | 4,525 | — | ||||||||||||
Money market funds | 9,513 | 9,513 | — | — | ||||||||||||
Municipal securities | 118,746 | — | 118,746 | — | ||||||||||||
Variable rate bond fund | 75,686 | 75,686 | — | — | ||||||||||||
U.S. government securities | 18,823 | 18,823 | — | — | ||||||||||||
Total investments | $ | 317,044 | $ | 104,022 | $ | 180,976 | $ | 32,046 | ||||||||
Restricted investments: | ||||||||||||||||
Money market funds | $ | 18,630 | $ | 18,630 | $ | — | $ | — | ||||||||
Cash | 29,179 | 29,179 | — | — | ||||||||||||
Certificates of deposit | 1,551 | — | 1,551 | — | ||||||||||||
U.S. government securities | 18,004 | 18,004 | — | — | ||||||||||||
Total restricted investments | $ | 67,364 | $ | 65,813 | $ | 1,551 | $ | — | ||||||||
Amounts accrued related to investigation resolution | $ | 105,476 | $ | — | $ | 105,476 | $ | — | ||||||||
The carrying value of our long-term debt was $336,500 at September 30, 2013 and $135,000 at December 31, 2012. Based on a discounted cash flow analysis, the approximate fair value of our long-term debt was $324,706 at September 30, 2013 and $131,770 at December 31, 2012. | ||||||||||||||||
The following table presents the changes in the fair value of our Level 3 auction rate securities for the nine months ended September 30, 2013. | ||||||||||||||||
Balance as of January 1, 2013 | $ | 32,046 | ||||||||||||||
Realized gains (losses) in earnings | — | |||||||||||||||
Unrealized gains (losses) in other comprehensive income | (238 | ) | ||||||||||||||
Purchases, sales and redemptions | — | |||||||||||||||
Net transfers in or (out) of Level 3 | — | |||||||||||||||
Balance as of September 30, 2013 | $ | 31,808 | ||||||||||||||
As a result of the decrease in the fair value of our investments in auction rate securities, we recorded an unrealized loss of $238, excluding income taxes, to accumulated other comprehensive loss during the nine months ended September 30, 2013. The increase in net unrealized losses was driven by a change in market conditions in the municipal bond market and ratings during the year. | ||||||||||||||||
Nonrecurring Fair Value Measurements | ||||||||||||||||
Non-financial assets and liabilities or financial assets and liabilities that are measured at fair value on a nonrecurring basis are subject to fair value adjustments only in certain circumstances, such as when we record an impairment. During the three months ended September 30, 2013, we determined that we would be discontinuing certain projects going forward and, as a result, the software and development costs acquired to support these projects would not be fully recoverable. In accordance with the guidance for the impairment of long-lived assets, we evaluated these assets for recovery and recorded a pre-tax asset impairment charge of $8,997 to reduce the carrying value to $0. The fair value assessment for such assets was based on an approach that relied heavily on management assumptions and qualitative observations and, therefore, would be classified within Level 3 of the fair value hierarchy. |
INCOME_TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
INCOME TAXES | ' |
INCOME TAXES | |
Our effective income tax rate was 40.1% and 36.0% for the three and nine months ended September 30, 2013, respectively, compared to 38.6% and 37.9% for the three and nine months ended September 30, 2012, respectively. The effective tax rate is higher for the three month period ended September 30, 2013 compared to the same period in 2012 primarily due to the impact of non-deductible compensation costs. The effective tax rate for the nine month period ended September 30, 2013 is lower compared to the same period in 2012 due to a resolution agreement reached with the Internal Revenue Service ("IRS") during the first three months in 2013 regarding the tax treatment of certain investigation-related litigation and other resolution cost, partially offset by the impact of non-deductible compensation costs. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | |
Government Investigations | |
Under the terms of settlement agreements entered into on April 26, 2011, and finalized on March 23, 2012, to resolve matters under investigation by the Civil Division of the U.S. Department of Justice ("Civil Division") and certain other federal and state enforcement agencies (the "Settlement"), we agreed to pay the Civil Division a total of $137,500 in four annual installments of $34,375 over 36 months, plus interest accrued at 3.125%. | |
The estimated fair value of the discounted remaining liability, and related interest, was $69,786 at September 30, 2013, of which $35,958 and $33,828 has been included in the current and long-term portions, respectively, of amounts payable related to the investigation resolution in the accompanying consolidated balance sheet as of September 30, 2013. | |
The Settlement also provides for a contingent payment of an additional $35,000 in the event that we are acquired or otherwise experience a change in control on or before April 30, 2015, provided that the change in control transaction exceeds certain minimum transaction value thresholds as specified in the Settlement. On April 12, 2012, joint stipulations of dismissal were filed, dismissing the qui tam complaints. On April 30, 2012, the United States District Court for the Middle District of Florida entered an order dismissing the action. | |
Securities Class Action Complaint | |
In December 2010, we entered into a Stipulation and Agreement of Settlement (the "Stipulation Agreement") with the lead plaintiffs in the consolidated securities class action Eastwood Enterprises, L.L.C. v. Farha, et al., Case No. 8:07-cv-1940-VMC-EAJ. The Stipulation Agreement included two contingencies to which WellCare remains subject. If, on or before December 17, 2013, we are acquired or otherwise experience a change in control at a share price of $30.00 or more, we must pay an additional $25,000 to the class. The Stipulation Agreement also requires us to pay to the class 25% of any sums we recover from Todd Farha, Paul Behrens and/or Thaddeus Bereday related to the same facts and circumstances that gave rise to the consolidated securities class action. Messrs. Farha, Behrens and Bereday are three former executives that were implicated in the government investigations of the Company that commenced in 2007. | |
Corporate Integrity Agreement | |
We operate under a Corporate Integrity Agreement (the "Corporate Integrity Agreement") with the Office of Inspector General of the United States Department of Health and Human Services ("OIG-HHS"). The Corporate Integrity Agreement has a term of five years from its effective date of April 26, 2011 and mandates various ethics and compliance programs designed to help ensure our ongoing compliance with federal health care program requirements. The terms of the Corporate Integrity Agreement include certain organizational structure requirements, internal monitoring requirements, compliance training, screening processes for employees, reporting requirements to OIG-HHS, and the engagement of an independent review organization to review and prepare written reports regarding, among other things, WellCare's reporting practices and bid submissions to federal health care programs. | |
Indemnification Obligations | |
Under Delaware law, our charter and bylaws and certain indemnification agreements to which we are a party, we are obligated to indemnify, or we have otherwise agreed to indemnify, certain of our current and former directors, officers and associates with respect to current and future investigations and litigation, including the matters discussed in this footnote. The indemnification agreements for our directors and executive officers with respect to events occurring prior to May 2009 require us to indemnify an indemnitee to the fullest extent permitted by law if the indemnitee was or is or becomes a party to or witness or other participant in any proceeding by reason of any event or occurrence related to the indemnitee's status as a director, officer, employee, agent or fiduciary of the Company or any of our subsidiaries and all expenses, including attorney's fees, judgments, fines, settlement amounts and interest and other charges, and any taxes as a result of the receipt of payments under the indemnification agreement. We will not indemnify the indemnitee if not permitted under applicable law. We are required to advance all expenses incurred by the indemnitee. We are entitled to reimbursement by an indemnitee of expenses advanced if the indemnitee is not permitted to be reimbursed under applicable law after a final judicial determination is made and all rights of appeal have been exhausted or lapsed. | |
We amended and restated our indemnification agreements in May 2009. The revised agreements apply to our officers and directors with respect to events occurring after that time. Pursuant to the 2009 indemnification agreements, we will indemnify the indemnitee against all expenses, including attorney's fees, judgments, penalties, fines, settlement amounts and any taxes imposed as a result of payments made under the indemnification agreement incurred in connection with any proceedings that relate to the indemnitee's status as a director, officer or employee of the Company or any of our subsidiaries or any other enterprise that the indemnitee was serving at our request. We will also indemnify for expenses incurred by the indemnitee if an indemnitee, by reason of his or her corporate status, is a witness in any proceeding. Further, we are required to indemnify for expenses incurred by an indemnitee in defense of a proceeding to the extent the indemnitee has been successful on the merits or otherwise. Finally, if the indemnitee is involved in certain proceedings as a result of the indemnitee's corporate status, we are required to advance the indemnitee's reasonable expenses incurred in connection with such proceeding, subject to the requirement that the indemnitee repay the expenses if it is ultimately determined that the indemnitee is not entitled to be indemnified. We are not obligated to indemnify an indemnitee for losses incurred in connection with any proceeding if a determination has not been made by the Board of Directors, a committee of disinterested directors or independent legal counsel in the specific case that the indemnitee has satisfied any standards of conduct required as a condition to indemnification under Section 145 of the Delaware General Corporation Law. | |
Pursuant to our obligations, we have advanced, and will continue to advance, legal fees and related expenses to three former officers and two additional associates who were criminally indicted in connection with the government investigations of the Company that commenced in 2007 related to various federal criminal health care fraud charges including conspiracy to defraud the United States, false statements relating to health care matters, and health care fraud in connection with their defense of criminal charges. In June 2013, the jury in the criminal trial reached guilty verdicts on multiple charges for the four individuals that were tried in 2013. Sentencing is expected later this year or in early 2014. At this time, we do not know whether any of these four individuals will appeal. The fifth individual is expected to be tried at a future date. | |
We have also previously advanced legal fees and related expenses to some or all of these five individuals regarding disputes in Delaware Chancery Court related to whether we were legally obligated to advance fees or indemnify certain of these executives; the class actions titled Eastwood Enterprises, L.L.C. v. Farha, et al. and Hutton v. WellCare Health Plans, Inc. et al. filed in federal court; six stockholder derivative actions filed in federal and state courts between October 2007 and January 2008; an investigation by the United States Securities & Exchange Commission (the "Commission"); and an action by the Commission filed in January 2012 against Messrs. Farha, Behrens and Bereday. The Delaware Chancery Court cases have concluded. We settled the class actions in May 2011. In 2010, we settled the stockholder derivative actions and we were realigned as the plaintiff to pursue our claims against Messrs. Farha, Behrens and Bereday. These actions, as well as the action by the Commission, have been stayed until at least 90 days after the conclusion of the criminal trial (including post-trial motions and proceedings). | |
In connection with these matters, we have advanced, to the five individuals, cumulative legal fees and related expenses of approximately $149,002 from the inception of the investigations to September 30, 2013. We incurred $5,712 and $7,180 of these legal fees and related expenses during the three months ended September 30, 2013 and 2012, respectively, and $39,115 and $25,930 of these legal fees during the nine months ended September 30, 2013 and 2012, respectively. We expense these costs as incurred and classify the costs as selling, general and administrative expense incurred in connection with the investigations and related matters. | |
In August 2010, we entered into an agreement and release with the carriers of our directors and officers ("D&O") liability insurance relating to coverage we sought for claims relating to the previously disclosed government investigations and related litigation. We agreed to accept payment of $32,500 in satisfaction of the $45,000 face amount of the relevant D&O insurance policies and the carriers agreed to waive any rights they may have to challenge our coverage under the policies. As a result, we have exhausted our insurance policies related to reimbursement of our advancement of fees related to these matters. We received payment and recorded the receipt of the insurance proceeds as a reduction to selling, general and administrative expense prior to 2012. | |
We expect the continuing cost of our obligations to the five individuals in connection with their defense and appeal of criminal charges and related litigation to be significant and to continue for a number of years. We are unable to estimate the total amount of these costs or a range of possible loss. Accordingly, we continue to expense these costs as incurred. Even if it is eventually determined that we are entitled to reimbursement of the advanced expenses, it is possible that we may not be able to recover all or any portion of our advances. Our indemnification obligations and requirements to advance legal fees and expenses may have a material adverse effect on our financial condition, results of operations and cash flows. | |
Other Lawsuits and Claims | |
Based on the nature of our business, we are subject to regulatory reviews or other investigations by various state insurance and health care regulatory authorities and other state and federal regulatory authorities. These authorities regularly scrutinize the business practices of health insurance and benefits companies and their reviews focus on numerous facets of our business, including claims payment practices, provider contracting, competitive practices, commission payments, privacy issues and utilization management practices, among others. Some of these reviews have historically resulted in fines imposed on us and some have required changes to our business practices. We continue to be subject to such reviews, which may result in additional fines and/or sanctions being imposed or additional changes in our business practices. | |
Separate and apart from the legal matters described above, we are also involved in other legal actions in the normal course of our business, including, without limitation, wage and hour claims and provider disputes regarding payment of claims. Some of these actions seek monetary damages including claims for liquidated or punitive damages, which are not covered by insurance. We review relevant information with respect to litigation matters and we update our estimates of reasonably possible losses and related disclosures. We accrue an estimate for contingent liabilities, including attorney's fees related to these matters, if a loss is probable and estimable. Currently, we do not expect that the resolution of any currently pending actions, either individually or in the aggregate, will differ materially from our current estimates or have a material adverse effect on our results of operations, financial condition and cash flows. However, the outcome of any legal actions cannot be predicted, and therefore, actual results may differ from those estimates. |
ORGANIZATION_BASIS_OF_PRESENTA1
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | |
Sep. 30, 2013 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Revenue Recognition | ' | |
Revenue Recognition | ||
We earn premium revenue through our participation in Medicaid, Medicaid-related and Medicare programs. | ||
State governments individually operate and implement and, together with the federal government's Centers for Medicare & Medicaid Services ("CMS"), fund and regulate the Medicaid program. We provide benefits to low-income and disabled persons under the Medicaid program and are paid premiums based on contracts with government agencies in the states in which we operate health plans. Our Medicaid contracts are generally multi-year contracts subject to annual renewal provisions. Rate changes are typically made at the commencement of each new contract renewal period. In some instances, our fixed Medicaid premiums are subject to risk score adjustments based on the acuity of our membership. State agencies analyze encounter submissions of processed claims data to determine the acuity of our membership relative to the entire state's Medicaid membership. | ||
We operate our MA plans under the Medicare Part C program and provide our eligible members with benefits comparable to those available under Medicare Parts A and B. Most of our MA plans and all of our PDP plans offer prescription drug benefits to eligible members under the Medicare Part D program. Premiums for each MA member are based on our annual bids, although the rates vary according to a combination of factors, including upper payment limits established by CMS, the member's geographic location, age, gender, medical history or condition, or the services rendered to the member. Our MA contracts with CMS generally have terms of one year and expire at the end of each calendar year. PDP premiums are also based upon a contract with CMS that has a term of one year and expires at the end of each calendar year. We provide annual written bids to CMS for our PDP plans, which reflect the estimated costs of providing prescription drug benefits over the plan year. Changes in MA and PDP members' health status also impact monthly premiums as described under "Risk-Adjusted Medicare Premiums" below. CMS pays all premium for Medicare Part C and substantially all of the premium for Medicare Part D coverage. We bill the remaining Medicare Part D premium to PDP and MA members with Part D benefits based on the plan year bid submitted to CMS. For qualifying low-income subsidy ("LIS") members, CMS pays for some or all of the LIS members' monthly premium. The CMS payment is dependent upon the member's income level as determined by the Social Security Administration. | ||
We receive premiums from CMS and state agencies on a per member per month ("PMPM") basis for the members that are assigned to, or have selected, us to provide health care services under our Medicare and Medicaid contracts. We recognize premium revenue in the period in which we are obligated to provide services to our members. CMS and state agencies generally pay us in the month in which we provide services. We record premiums earned but not received as premiums receivable and record premiums received in advance of the period of service as unearned premiums in the consolidated balance sheets. Unearned premiums are recognized as revenue when we provide the related services. On a monthly basis, we bill members for any premiums for which they are responsible according to their respective plan. Member premiums are recognized as revenue in the period of service. We reduce recorded premium revenue and member premiums receivable by the amount we estimate may not be collectible, based on our evaluation of historical trends. We also routinely monitor the collectability of specific premiums receivable from CMS and state agencies, including Medicaid receivables for obstetric deliveries and newborns and net receivables for member retroactivity and reduce revenue and premiums receivable by the amount we estimate may not be collectible. We reported premiums receivable, net of an allowance for uncollectible premiums receivable, of $16,725 and $14,843, at September 30, 2013 and December 31, 2012, respectively. Historically, the allowance for member premiums receivable has not been material relative to consolidated premium revenue. | ||
We record retroactive adjustments to revenues based on changes in the number and eligibility status of our members subsequent to when we recorded revenue related to those members and months of service. We receive premium payments based upon eligibility lists produced by CMS and state agencies. We verify these lists to determine whether we have been paid for the correct premium category and program. From time to time, CMS and state agencies require us to reimburse them for premiums that we received for individuals who were subsequently determined by us, or by CMS or state agencies, to be ineligible for any government-sponsored program or to belong to a plan other than ours. We receive additional premiums from CMS and state agencies for individuals who were subsequently determined to belong to our plan for periods in which we received no premium for those members. We estimate the amount of outstanding retroactivity adjustments and adjust premium revenue based on historical trends, premiums billed, the volume of member and contract renewal activity and other information. We record amounts receivable or payable in premiums receivable, net and other accrued expenses and liabilities in the consolidated balance sheets. | ||
Supplemental Medicaid Premiums | ||
We earn, or earned, supplemental premium payments for eligible obstetric deliveries and newborns of our Medicaid members in Georgia, Illinois, Kentucky, Missouri, New York, South Carolina and, until June 30, 2013, in Ohio. Each state Medicaid contract specifies how and when these supplemental payments are earned and paid. Upon delivery of a newborn, we notify the state agency according to the contract terms. We also earn supplemental Medicaid premium payments in some states for high cost drugs and certain services such as early childhood prevention screenings. We recognize supplemental premium revenue in the period we provide related services to our members. | ||
Risk-Adjusted Medicare Premiums | ' | |
Risk-Adjusted Medicare Premiums  | ||
CMS employs a risk-adjustment model to determine the premium amount it pays for each MA and PDP member. This model apportions premiums paid to all plans according to the health status of each beneficiary enrolled, resulting in higher scores for members with predictably higher costs. The model uses diagnosis data from inpatient and ambulatory treatment settings to calculate each risk score. We collect claims and encounter data for our MA members and submit the necessary diagnosis data to CMS within prescribed deadlines. After reviewing the respective submissions, CMS establishes the premium payments to MA plans at the beginning of the plan year, and then adjusts premium levels on a retroactive basis. The first retroactive adjustment for a given plan year generally occurs during the third quarter of that year and represents the update of risk scores for the current plan year based on the severity of claims incurred in the prior plan year. CMS then issues a final retroactive risk-adjusted premium settlement for that plan year in the following year. | ||
We develop our estimates for risk-adjusted premiums utilizing historical experience and predictive models as sufficient member risk score data becomes available over the course of each CMS plan year. We populate our models with available risk score data on our members and base risk premium adjustments on risk score data from the previous year. We are not privy to risk score data for members new to our plans in the current plan year; therefore we include assumptions regarding these members' risk scores. We periodically revise our estimates of risk-adjusted premiums as additional diagnosis code information is reported to CMS and adjust our estimates to actual amounts when the ultimate adjustment settlements are either received from CMS or we receive notification from CMS of such settlement amounts. As a result of the variability of factors that determine our estimates for risk-adjusted premiums, the actual amount of the CMS retroactive payment could be materially more or less than our estimates and could have a material effect on our results of operations, financial position and cash flows. We record any changes in estimates in current operations as adjustments to premium revenue. Historically, we have not experienced significant differences between our estimates and amounts ultimately received. However, in the three months ended September 30, 2013, we recognized risk adjusted premium received as part of the 2012 final settlement that was higher than our original estimates, mainly related to members in our California MA plan that were new to Medicare in 2012. Additionally, the data provided to CMS to determine members' risk scores is subject to audit by CMS even after the annual settlements occur. An audit may result in the refund of premiums to CMS. While our experience to date has not resulted in a material refund, future refunds could materially reduce premium revenue in the year in which CMS determines a refund is required and could be material to our results of operations, financial position and cash flows. | ||
Minimum Medical Expense and Risk Corridor Provisions | ' | |
Minimum Medical Expense and Risk Corridor Provisions | ||
We may be required to refund certain premium revenue to CMS and state government agencies under various contractual and plan arrangements. We estimate the impact of the following arrangements on a monthly basis and reflect any adjustments to premium revenues in current operations. We report the estimated net amounts due to CMS and state agencies in other payables to government partners in the consolidated balance sheets. | ||
Certain of our Florida Medicaid contracts and our Illinois Medicaid contract require us to expend a minimum percentage of premiums on eligible medical benefits expense. To the extent that we expend less than the minimum percentage of the premiums on eligible medical benefits expense, we are required to refund to the state all or some portion of the difference between the minimum and our actual allowable medical benefits expense. We estimate the amounts due to the state agencies as a return of premium based on the terms of our contracts with the applicable state agency. | ||
Our MA and PDP prescription drug plan premiums are subject to risk sharing through the CMS Medicare Part D risk corridor provisions. The risk corridor calculation compares our actual experience to the target amount of prescription drug costs, limited to costs under the standard coverage as defined by CMS, less rebates included in our submitted plan year bid. We receive additional premium from CMS if our actual experience is more than 5% above the target amount. We refund premiums to CMS if our actual experience is more than 5% below the target amount. After the close of the annual plan year, CMS performs the risk corridor calculation and any differences are settled between CMS and our plans. We have not historically experienced material differences between the subsequent CMS settlement amount and our estimates. | ||
Medicare Part D Settlements | ' | |
Medicare Part D Settlements | ||
We receive certain Part D prospective subsidy payments from CMS for our MA and PDP members based on the estimated costs of providing prescription drug benefits over the plan year. After the close of the annual plan year, CMS reconciles our actual experience to the prospective payments we received and any differences are settled between CMS and our plans. As such, these subsidies represent funding from CMS for which we assume no risk. We do not recognize the receipt of these subsidies as premium revenue and we do not recognize the payments of related prescription drug benefits as medical benefits expense. We report the subsidies received and benefits paid on a net basis as funds receivable (held) for the benefit of members in the consolidated balance sheets. We also report the net receipts and payments as a financing activity in our consolidated statements of cash flows. CMS pays the following subsidies prospectively as a fixed PMPM amount based upon the plan year bid submitted by us: | ||
Low-Income Cost Sharing Subsidy—CMS reimburses us for all or a portion of qualifying LIS members' deductible, coinsurance and co-payment amounts above the out-of-pocket threshold. | ||
Catastrophic Reinsurance Subsidy—CMS reimburses us for 80% of the drug costs after a member reaches his or her out-of-pocket catastrophic threshold through a catastrophic reinsurance subsidy. | ||
Coverage Gap Discount Subsidy—We advance the pharmaceutical manufacturers gap coverage discounts at the point of sale. On a periodic basis, CMS bills pharmaceutical manufacturers for discounts advanced by us. Pharmaceutical manufacturers remit payments for invoiced amounts directly to us. CMS reduces subsequent prospective payments made to us by the discount amounts billed to manufacturers. | ||
CMS generally performs the Part D payment reconciliation in the fourth quarter of the following plan year based on prescription drug event data we submit to CMS within prescribed deadlines. After the Part D payment reconciliation for coverage gap discount subsidies, we may continue to report discounts to CMS for 37 months following the end of the plan year. CMS will invoice manufacturers for these discounts and we will be paid through the quarterly manufacturer payments. Historically, we have not experienced material adjustments related to the CMS annual reconciliation of prior plan year low-income cost sharing, catastrophic reinsurance, and coverage gap discount subsidies. | ||
Medical Benefits and Medical Benefits Payable | ' | |
Medical Benefits and Medical Benefits Payable | ||
We recognize the cost of medical benefits in the period in which services are provided, including an estimate of the cost of medical benefits incurred but not reported ("IBNR"). Medical benefits expense includes direct medical expenses and certain medically-related administrative costs. | ||
Direct medical expenses include amounts paid or payable to hospitals, physicians and providers of ancillary services, such as laboratories and pharmacies. We also record direct medical expenses for estimated referral claims related to health care providers under contract with us who are financially troubled or insolvent and who may not be able to honor their obligations for the costs of medical services provided by others. In these instances, we may be required to honor these obligations for legal or business reasons. Based on our current assessment of providers under contract with us, such losses have not been and are not expected to be significant. We record direct medical expense for our estimates of provider settlement due to clarification of contract terms, out-of-network reimbursement, claims payment differences and amounts due to contracted providers under risk-sharing arrangements. We estimate pharmacy rebates earned based on historical utilization of specific pharmaceuticals, current utilization and contract terms and record amounts as a reduction of recorded direct medical expenses. | ||
Consistent with the criteria specified and defined in guidance issued by the Department of Health and Human Services ("HHS") for costs that qualify to be reported as medical benefits under the minimum medical loss ratio provision of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the "Affordable Care Act"), we record certain medically-related administrative costs such as preventive health and wellness, care management, and other quality improvement costs, as medical benefits expense. All other medically-related administrative costs, such as utilization review services, network and provider credentialing and claims handling costs, are recorded in selling, general, and administrative expense. | ||
Medical benefits payable represents amounts for claims fully adjudicated but not yet paid and estimates for IBNR. Our estimate of IBNR is the most significant estimate included in our consolidated financial statements. We determine our best estimate of the base liability for IBNR utilizing consistent standard actuarial methodologies based upon key assumptions which vary by business segment. Our assumptions include current payment experience, trend factors and completion factors. Trend factors in our standard actuarial methodologies include contractual requirements, historic utilization trends, the interval between the date services are rendered and the date claims are paid, denied claims activity, disputed claims activity, benefit changes, expected health care cost inflation, seasonality patterns, maturity of lines of business, changes in membership and other factors. | ||
After determining an estimate of the base liability for IBNR, we make an additional estimate, also using standard actuarial techniques, to account for adverse conditions that may cause actual claims to be higher than the estimated base reserve. We refer to this additional liability as the provision for moderately adverse conditions. Our estimate of the provision for moderately adverse conditions captures the potential adverse development from factors such as: | ||
• | our entry into new geographical markets; | |
• | our provision of services to new populations such as the aged, blind and disabled; | |
• | variations in utilization of benefits and increasing medical costs; | |
• | changes in provider reimbursement arrangements; | |
• | variations in claims processing speed and patterns, claims payment and the severity of claims; and | |
• | health epidemics or outbreaks of disease such as the flu. | |
We consider the base actuarial model liability and the provision for moderately adverse conditions as part of our overall assessment of our IBNR estimate to properly reflect the complexity of our business, the number of states in which we operate, and the need to account for different health care benefit packages among those states. We evaluate our estimates of medical benefits payable as we obtain more complete claims information and medical expense trend data over time. Volatility in members' needs for medical services, provider claims submissions and our payment processes result in identifiable patterns emerging several months after the causes of deviations from our assumed trends occur. Changes in our estimates of medical benefits payable cannot typically be explained by any single factor, but are the result of a number of interrelated variables, all of which influence the resulting medical cost trend. We record differences between actual experience and estimates used to establish the liability, which we refer to as favorable and unfavorable prior period developments, as increases or decreases to medical benefits expense in the period we identify the differences. | ||
Reinsurance | ' | |
Reinsurance | ||
We cede certain premiums and medical benefits to other insurance companies under various reinsurance agreements in order to increase our capacity to write larger risks and maintain our exposure to loss within our capital resources. We are contingently liable in the event the reinsurance companies do not meet their contractual obligations. We evaluate the financial condition of the reinsurance companies on a regular basis and only contract with well-known, well-established reinsurance companies that are supported by strong financial ratings. We account for reinsurance premiums and medical expense recoveries according to the terms of the underlying reinsurance contracts. | ||
Equity-Based Employee Compensation | ' | |
Equity-Based Employee Compensation | ||
During the second quarter of 2013, our stockholders approved the WellCare Health Plans, Inc. 2013 Incentive Compensation Plan (the "2013 Plan"). Upon approval of the 2013 Plan, a total of 2,500,000 shares of our common stock were available for issuance pursuant to the 2013 Plan, minus any shares subject to outstanding awards granted on or after January 1, 2013 under our 2004 Equity Incentive Plan ("the Prior Plan"). In addition, shares subject to awards forfeited under the Prior Plan will become available for issuance under the 2013 Plan. No further awards are permitted to be granted under our Prior Plan. The Compensation Committee of our Board of Directors (the "Compensation Committee") awards certain equity-based compensation under our stock plans, including stock options, restricted stock, restricted stock units ("RSUs"), performance stock units ("PSUs") and market stock units ("MSUs"). We estimate equity-based compensation expense based on awards ultimately expected to vest. We make assumptions of forfeiture rates at the time of grant and continuously reassess our assumptions based on actual forfeiture experience. | ||
We estimate compensation cost for stock options, restricted stock, RSUs and MSUs based on the fair value at the time of grant and recognize expense over the vesting period of the award. For stock options, the grant date fair value is measured using the Black-Scholes options-pricing model. For restricted stock and RSUs, the grant date fair value is based on the closing price of our common stock on the grant date. For MSUs, the fair value at the grant date is measured using a Monte Carlo simulation approach which estimates the fair value of awards based on randomly generated simulated stock-price paths through a lattice-type structure. MSUs expected to vest are recognized as expense on a straight-line basis over the vesting period, which is generally three years. The number of shares of common stock earned upon vesting is determined based on the ratio of the Company's common stock price during the last 30 days market trading days of the calendar year immediately preceding the vesting date to the comparable common stock price as of the grant date, applied to the base units granted. The performance ratio is capped at 150% or 200%, depending on the grant date. If our common stock price declines by more than 50% over the performance period, no shares are earned by the recipient. | ||
At its sole discretion, the Compensation Committee sets certain financial and quality-based performance goals and a target award amount for each award of PSUs. PSUs generally cliff-vest three years from the grant date based on the achievement of the performance goals and conditioned on the employee's continued service through the vesting date. The actual number of common stock shares earned upon vesting will range from zero shares up to 150% or 200% of the target award, depending on the award date. PSUs do not have a grant date or grant fair value for accounting purposes as the subjective nature of the terms of the PSUs precludes a mutual understanding of the key terms and conditions. We recognize expense for PSUs ultimately expected to vest over the requisite service period based on our estimates of progress made towards the achievement of the predetermined performance measures and changes in the market price of our common stock. | ||
Medicaid Premium Taxes | ' | |
Medicaid Premium Taxes | ||
Premium rates established in the Medicaid contracts with Georgia, Hawaii and New York, and, until June 30, 2013, Ohio, include, or included, an assessment or tax on Medicaid premiums. We recognize the premium tax assessment as expense in the period we earn the related premium revenue and remit the taxes back to the state agencies on a periodic basis. | ||
Property, Equipment and Capitalized Software, net | ||
Property, equipment and capitalized software are stated at historical cost, net of accumulated depreciation. We capitalize certain costs incurred in the development of internal-use software, including external direct costs of materials and services and payroll costs of employees devoted to specific software development. We expense other software development costs, such as training and data conversion costs, as incurred. We capitalize the costs of improvements that extend the useful lives of the related assets. | ||
We record depreciation expense using the straight-line method over the estimated useful lives of the related assets, which ranges from three to ten years for leasehold improvements, five for furniture and equipment, and three to five years for computer equipment and software. We include amortization of equipment under capital leases in depreciation expense. We record maintenance and repair costs as selling, general and administrative expense when incurred. | ||
On an ongoing basis, we review events or changes in circumstances that may indicate that the carrying value of an asset may not be recoverable. If the carrying value of an asset exceeds the sum of estimated undiscounted future cash flows, we recognize an impairment loss in the current period for the difference between estimated fair value and carrying value. If assets are determined to be recoverable but the useful lives are shorter than we originally estimated, we depreciate the remaining net book value of the asset over the newly determined remaining useful lives. During the three months ended September 30, 2013, we determined that we would be discontinuing certain projects going forward and, as a result, the software and development costs acquired to support these projects would not be fully recoverable. In accordance with the guidance for the impairment of long-lived assets, we evaluated these assets for recovery and recorded a pre-tax asset impairment charge of $8,997, which is included in selling, general and administrative expenses in our Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2013. | ||
Property, Equipment and Capitalized Software, net | ' | |
Property, Equipment and Capitalized Software, net | ||
Property, equipment and capitalized software are stated at historical cost, net of accumulated depreciation. We capitalize certain costs incurred in the development of internal-use software, including external direct costs of materials and services and payroll costs of employees devoted to specific software development. We expense other software development costs, such as training and data conversion costs, as incurred. We capitalize the costs of improvements that extend the useful lives of the related assets. | ||
We record depreciation expense using the straight-line method over the estimated useful lives of the related assets, which ranges from three to ten years for leasehold improvements, five for furniture and equipment, and three to five years for computer equipment and software. We include amortization of equipment under capital leases in depreciation expense. We record maintenance and repair costs as selling, general and administrative expense when incurred. | ||
On an ongoing basis, we review events or changes in circumstances that may indicate that the carrying value of an asset may not be recoverable. If the carrying value of an asset exceeds the sum of estimated undiscounted future cash flows, we recognize an impairment loss in the current period for the difference between estimated fair value and carrying value. If assets are determined to be recoverable but the useful lives are shorter than we originally estimated, we depreciate the remaining net book value of the asset over the newly determined remaining useful lives. During the three months ended September 30, 2013, we determined that we would be discontinuing certain projects going forward and, as a result, the software and development costs acquired to support these projects would not be fully recoverable. In accordance with the guidance for the impairment of long-lived assets, we evaluated these assets for recovery and recorded a pre-tax asset impairment charge of $8,997, which is included in selling, general and administrative expenses in our Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2013. | ||
Goodwill and Intangible Assets | ' | |
Goodwill and Intangible Assets | ||
Goodwill represents the excess of the cost over the fair market value of net assets acquired and is attributable to our Medicare Advantage and Medicaid reporting segments. Other intangible assets include provider networks, broker networks, trademarks, state contracts, non-compete agreements, licenses and permits. We amortize other intangible assets over their estimated useful lives ranging from approximately one to 15 years. These assets are allocated to reporting segments for impairment testing purposes. | ||
We review goodwill and intangible assets for impairment at least annually, or more frequently if events or changes in our business climate occur that may potentially affect the estimated useful life or the recoverability of the remaining balance of goodwill or intangible assets. Such events or changes in circumstances would include significant changes in membership, state funding, federal and state government contracts and provider networks. To determine whether goodwill is impaired, we perform a multi-step impairment test. First, we can elect to perform a qualitative assessment of each reporting unit to determine whether facts and circumstances support a determination that their fair values are greater than their carrying values. If the qualitative analysis is not conclusive, or if we elect to proceed directly with quantitative testing, we will then measure the fair values of the reporting units using a two-step approach. In the first step, we determine the fair value of the reporting unit using both income and market approaches. We calculate fair value based on our assumptions of key factors such as projected revenues and the discount factor. While we believe these assumptions and estimates are appropriate, other assumptions and estimates could be applied and may produce significantly different results. If the fair value of the reporting unit is less than its carrying value, we measure and record the amount of the goodwill impairment, if any, by comparing the implied fair value of the reporting unit's goodwill to the carrying value. We perform our annual goodwill impairment test based on our financial position and results of operations through the second quarter of each year, which generally coincides with the finalization of federal and state contract negotiations and our initial budgeting process. | ||
We elected to bypass the optional qualitative fair value assessment and conducted our annual quantitative test for goodwill impairment during the third quarter of 2013. Based on the results of our quantitative test, we determined that the fair values of our reporting units exceeded their carrying values and therefore no impairment charges were recorded during the three and nine months ended September 30, 2013. | ||
Income Taxes | ' | |
Income Taxes | ||
We record income tax expense as incurred based on enacted tax rates, estimates of book-to-tax differences in income, and projections of income that will be earned in each taxing jurisdiction. We recognize deferred tax assets and liabilities for the estimated future tax consequences of differences between the carrying amounts of existing assets and liabilities and their respective tax basis. We measure deferred tax assets and liabilities using tax rates applicable to taxable income in the years in which we expect to recover or settle those temporary differences. We record a valuation allowance on deferred taxes if we determine it is more likely than not that we will not fully realize the future benefit of deferred tax assets. We file tax returns after the close of our fiscal year end and adjust our estimated tax receivable or liability to the actual tax receivable or due per the filed state and federal tax returns. Historically, we have not experienced significant differences between our estimates of income tax expense and actual amounts incurred. | ||
State and federal taxing authorities may challenge the positions we take on our filed tax returns. We evaluate our tax positions and only recognize a tax benefit if it is more likely than not that a tax audit will sustain our conclusion. Based on our evaluation of tax positions, we believe that potential tax exposures have been recorded appropriately. State and federal taxing authorities may propose additional tax assessments based on periodic audits of our tax returns. We believe our tax positions comply with applicable tax law in all material aspects and we will vigorously defend our positions on audit. The ultimate resolution of these audits may materially impact our financial position, results of operations or cash flows. We have not experienced material adjustments to our consolidated financial statements as a result of these audits. | ||
We participate in the Internal Revenue Service ("IRS") Compliance Assurance Process ("CAP"). The objective of CAP is to reduce taxpayer burden and uncertainty by working with the IRS to ensure tax return accuracy prior to filing, thereby reducing or eliminating the need for post-filing examinations. |
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 9 Months Ended | |||
Sep. 30, 2013 | ||||
WellCare of South Carolina [Member] | ' | |||
Business Acquisition [Line Items] | ' | |||
Summary of fair values of assets acquired and liabilities assumed | ' | |||
The following table summarizes the preliminary estimated fair values of tangible assets acquired and liabilities assumed at the acquisition date. | ||||
Cash and cash equivalents | $ | 11,540 | ||
Investments | 37,949 | |||
Premiums receivable, net | 2,857 | |||
Other assets | 2,398 | |||
Total assets acquired | 54,744 | |||
Medical benefits payable | (28,375 | ) | ||
Accrued expenses and other payables | (716 | ) | ||
Total liabilities assumed | (29,091 | ) | ||
Fair value of net tangible assets acquired | $ | 25,653 | ||
Missouri Care, Inc. [Member] | ' | |||
Business Acquisition [Line Items] | ' | |||
Summary of fair values of assets acquired and liabilities assumed | ' | |||
The following table summarizes the preliminary estimated fair values of tangible assets acquired and liabilities assumed at the acquisition date. | ||||
Cash and cash equivalents | $ | 17,823 | ||
Premiums receivable, net | 33,914 | |||
Other assets | 1,603 | |||
Total assets acquired | 53,340 | |||
Medical benefits payable | (43,060 | ) | ||
Other accrued liabilities | (21 | ) | ||
Total liabilities assumed | (43,081 | ) | ||
Fair value of net tangible assets acquired | $ | 10,259 | ||
SEGMENT_REPORTING_Tables
SEGMENT REPORTING (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Revenue by geographic location | ' | |||||||||||||||
Our Medicaid operations in certain states individually account for 10% or more of our consolidated premium revenue. Those states, and the respective Medicaid premium revenue as a percentage of total consolidated premium revenue, are as follows:Â | ||||||||||||||||
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Florida | 12% | 14% | 12% | 13% | ||||||||||||
Georgia | 17% | 19% | 16% | 20% | ||||||||||||
Kentucky | 15% | 10% | 14% | 9% | ||||||||||||
Segment results | ' | |||||||||||||||
A summary of financial information for our reportable operating segments through the gross margin level and a reconciliation to income before income taxes is presented in the tables below. | ||||||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Premium revenue: | ||||||||||||||||
Medicaid | $ | 1,492,362 | $ | 1,096,929 | $ | 4,184,737 | $ | 3,269,010 | ||||||||
MA | 807,344 | 470,756 | 2,286,230 | 1,364,505 | ||||||||||||
PDP | 195,853 | 248,692 | 604,287 | 780,616 | ||||||||||||
Total premium revenue | 2,495,559 | 1,816,377 | 7,075,254 | 5,414,131 | ||||||||||||
Medical benefits expense: | ||||||||||||||||
Medicaid | 1,314,643 | 980,016 | 3,636,283 | 2,844,469 | ||||||||||||
MA | 685,711 | 408,654 | 1,968,580 | 1,133,448 | ||||||||||||
PDP | 144,318 | 160,786 | 543,000 | 639,494 | ||||||||||||
Total medical benefits expense | 2,144,672 | 1,549,456 | 6,147,863 | 4,617,411 | ||||||||||||
Gross margin: | ||||||||||||||||
Medicaid | 177,719 | 116,913 | 548,454 | 424,541 | ||||||||||||
MA | 121,633 | 62,102 | 317,650 | 231,057 | ||||||||||||
PDP | 51,535 | 87,906 | 61,287 | 141,122 | ||||||||||||
Total gross margin | 350,887 | 266,921 | 927,391 | 796,720 | ||||||||||||
Investment and other income | 4,851 | 2,018 | 13,933 | 6,772 | ||||||||||||
Other expenses | (248,965 | ) | (206,587 | ) | (734,502 | ) | (584,408 | ) | ||||||||
Income before income taxes | $ | 106,773 | $ | 62,352 | $ | 206,822 | $ | 219,084 | ||||||||
NET_INCOME_PER_COMMON_SHARE_Ta
NET INCOME PER COMMON SHARE (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Schedule of net income per share | ' | |||||||||||
The calculation of the weighted-average common shares outstanding — diluted is as follows: | ||||||||||||
For the Three Months Ended | For the Nine Months Ended | |||||||||||
September 30, | September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Weighted-average common shares outstanding — basic | 43,608,626 | 43,149,455 | 43,470,758 | 43,070,113 | ||||||||
Dilutive effect of: | ||||||||||||
Unvested restricted stock, restricted stock units, market stock and performance stock units | 330,283 | 508,383 | 352,161 | 507,200 | ||||||||
Stock options | 99,013 | 186,385 | 149,527 | 208,111 | ||||||||
Weighted-average common shares outstanding — diluted | 44,037,922 | 43,844,223 | 43,972,446 | 43,785,424 | ||||||||
Anti-dilutive stock options, restricted stock and performance based awards excluded from computation | 64,862 | — | 102,988 | — | ||||||||
INVESTMENTS_Tables
INVESTMENTS (Tables) | 9 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | |||||||||||||||||||
Available-for-sale investments | ' | |||||||||||||||||||
The amortized cost, gross unrealized gains or losses and estimated fair value of short-term and long term investments by security type are summarized in the following tables. | ||||||||||||||||||||
Amortized | Gross | Gross | Estimated | |||||||||||||||||
Cost | Unrealized | Unrealized | Fair Value | |||||||||||||||||
Gains | Losses | |||||||||||||||||||
September 30, 2013 | ||||||||||||||||||||
Auction rate securities | $ | 34,150 | $ | — | $ | (2,342 | ) | $ | 31,808 | |||||||||||
Certificates of deposit | 4,300 | — | — | 4,300 | ||||||||||||||||
Corporate debt and other securities | 119,471 | 19 | (182 | ) | 119,308 | |||||||||||||||
Money market funds | 43,377 | — | — | 43,377 | ||||||||||||||||
Municipal securities | 100,326 | 53 | (47 | ) | 100,332 | |||||||||||||||
Variable rate bond fund | 85,000 | 275 | (44 | ) | 85,231 | |||||||||||||||
U.S. government securities | 20,184 | 91 | (50 | ) | 20,225 | |||||||||||||||
$ | 406,808 | $ | 438 | $ | (2,665 | ) | $ | 404,581 | ||||||||||||
December 31, 2012 | ||||||||||||||||||||
Auction rate securities | $ | 34,150 | $ | — | $ | (2,104 | ) | $ | 32,046 | |||||||||||
Corporate debt and other securities | 62,166 | 77 | (13 | ) | 62,230 | |||||||||||||||
Money market funds | 9,513 | — | — | 9,513 | ||||||||||||||||
Municipal securities | 118,765 | 44 | (63 | ) | 118,746 | |||||||||||||||
Variable rate bond fund | 75,000 | 686 | — | 75,686 | ||||||||||||||||
U.S. government securities | 18,702 | 121 | — | 18,823 | ||||||||||||||||
$ | 318,296 | $ | 928 | $ | (2,180 | ) | $ | 317,044 | ||||||||||||
Contractual maturities of available-for-sale investments | ' | |||||||||||||||||||
Contractual maturities of available-for-sale investments at September 30, 2013 are as follows: | ||||||||||||||||||||
Total | Within | 1 Through 5 | 5 Through 10 | Thereafter | ||||||||||||||||
1 Year | Years | Years | ||||||||||||||||||
Auction rate securities | $ | 31,808 | $ | — | $ | — | $ | — | $ | 31,808 | ||||||||||
Certificates of deposit | 4,300 | 3,750 | 550 | — | — | |||||||||||||||
Corporate debt and other securities | 119,308 | 94,378 | 24,930 | — | — | |||||||||||||||
Money market funds | 43,377 | 43,377 | — | — | — | |||||||||||||||
Municipal securities | 100,332 | 86,921 | 13,411 | — | — | |||||||||||||||
Variable rate bond fund | 85,231 | 85,231 | — | — | — | |||||||||||||||
U.S. government securities | 20,225 | 3,930 | 16,295 | — | — | |||||||||||||||
$ | 404,581 | $ | 317,587 | $ | 55,186 | $ | — | $ | 31,808 | |||||||||||
RESTRICTED_INVESTMENTS_Tables
RESTRICTED INVESTMENTS (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Restricted Investments Note [Abstract] | ' | |||||||||||||||
Schedule of Restricted Investments | ' | |||||||||||||||
The amortized cost, gross unrealized gains, gross unrealized losses and fair value of our restricted investment securities are as follows:Â | ||||||||||||||||
Amortized | Gross | Gross | Estimated | |||||||||||||
Cost | Unrealized | Unrealized | Fair Value | |||||||||||||
Gains | Losses | |||||||||||||||
September 30, 2013 | ||||||||||||||||
Money market funds | $ | 19,236 | $ | — | $ | — | $ | 19,236 | ||||||||
Cash | 39,877 | — | — | 39,877 | ||||||||||||
Certificates of deposit | 1,351 | — | — | 1,351 | ||||||||||||
U.S. government securities | 21,902 | 26 | (66 | ) | 21,862 | |||||||||||
$ | 82,366 | $ | 26 | $ | (66 | ) | $ | 82,326 | ||||||||
December 31, 2012 | ||||||||||||||||
Money market funds | $ | 18,630 | $ | — | $ | — | $ | 18,630 | ||||||||
Cash | 29,179 | — | — | 29,179 | ||||||||||||
Certificates of deposit | 1,551 | — | — | 1,551 | ||||||||||||
U.S. government securities | 18,003 | 2 | (1 | ) | 18,004 | |||||||||||
$ | 67,363 | $ | 2 | $ | (1 | ) | $ | 67,364 | ||||||||
EQUITYBASED_COMPENSATION_Table
EQUITY-BASED COMPENSATION (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||
Summary of stock option activity | ' | ||||||||||||
A summary of stock option activity for the nine months ended September 30, 2013, and the aggregate intrinsic value and weighted average remaining contractual term for stock options as of September 30, 2013, is presented in the table below. | |||||||||||||
Shares | Weighted | Aggregate | Weighted | ||||||||||
Average | Intrinsic | Average | |||||||||||
Exercise | Value | Remaining | |||||||||||
Price | Contractual | ||||||||||||
Term (Years) | |||||||||||||
Outstanding as of January 1, 2013 | 435,876 | $ | 26.4 | ||||||||||
Granted | — | — | |||||||||||
Exercised | (328,487 | ) | 26.94 | ||||||||||
Forfeited and expired | (8,905 | ) | 5.85 | ||||||||||
Outstanding as of September 30, 2013Â (1) | 98,484 | 26.33 | $ | 4,275 | 2.2 | ||||||||
(1)Â Â Â Â All of the Company's outstanding stock options were vested and exercisable as of September 30, 2013. | |||||||||||||
Summary of restricted stock and restricted stock unit activity | ' | ||||||||||||
A summary of restricted stock and RSU activity for the nine months ended September 30, 2013 is presented in the table below. | |||||||||||||
Restricted | Weighted | ||||||||||||
Stock and | Average | ||||||||||||
 RSUs | Grant-Date | ||||||||||||
Fair Value | |||||||||||||
Outstanding as of January 1, 2013 | 273,174 | $ | 45.9 | ||||||||||
Granted | 177,842 | 55.87 | |||||||||||
Vested | (145,110 | ) | 38.67 | ||||||||||
Forfeited and expired | (44,217 | ) | 51.56 | ||||||||||
Outstanding as of September 30, 2013 | 261,689 | 55.56 | |||||||||||
A summary of PSU activity for the nine months ended September 30, 2013 is presented in the table below. | |||||||||||||
  PSUs | Weighted | ||||||||||||
Average | |||||||||||||
Grant-Date | |||||||||||||
Fair Value | |||||||||||||
Outstanding as of January 1, 2013 | 421,566 | $ | 46.81 | ||||||||||
Granted | 177,991 | 57.36 | |||||||||||
Vested | (90,347 | ) | 29.73 | ||||||||||
Forfeited and expired | (106,538 | ) | 52 | ||||||||||
Outstanding as of September 30, 2013 | 402,672 | 54.09 | |||||||||||
Summary of performance stock unit activity | ' | ||||||||||||
A summary of our MSU activity for the nine months ended September 30, 2013 is presented in the table below. | |||||||||||||
 MSUs | Weighted | ||||||||||||
Average | |||||||||||||
Grant-Date | |||||||||||||
Fair Value | |||||||||||||
Outstanding as of January 1, 2013 | 62,193 | $ | 74.03 | ||||||||||
Granted | 68,588 | 81.59 | |||||||||||
Vested | — | — | |||||||||||
Forfeited and expired | (24,758 | ) | 77.32 | ||||||||||
Outstanding as of September 30, 2013 | 106,023 | 78.18 | |||||||||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Assets and liabilities measured at fair value | ' | |||||||||||||||
Assets and liabilities measured at fair value on a recurring basis at September 30, 2013 are as follows: | ||||||||||||||||
Fair Value Measurements Using | ||||||||||||||||
Carrying Value | Quoted Prices in | Significant Other | Significant | |||||||||||||
Active Markets | Observable | Unobservable | ||||||||||||||
for Identical | Inputs | Inputs | ||||||||||||||
Assets | (Level 2) | (Level 3) | ||||||||||||||
(Level 1) | ||||||||||||||||
Investments: | ||||||||||||||||
Auction rate securities | $ | 31,808 | $ | — | $ | — | $ | 31,808 | ||||||||
Corporate debt securities | 117,081 | — | 117,081 | — | ||||||||||||
Certificates of deposit | 4,300 | — | 4,300 | — | ||||||||||||
Commercial paper | — | — | — | — | ||||||||||||
Asset backed securities | 2,227 | — | 2,227 | — | ||||||||||||
Money market funds | 43,377 | 43,377 | — | — | ||||||||||||
Municipal securities | 100,332 | — | 100,332 | — | ||||||||||||
Variable rate bond fund | 85,231 | 85,231 | — | — | ||||||||||||
U.S. government securities | 20,225 | 20,225 | — | — | ||||||||||||
Total investments | $ | 404,581 | $ | 148,833 | $ | 223,940 | $ | 31,808 | ||||||||
Restricted investments: | ||||||||||||||||
Money market funds | $ | 19,236 | $ | 19,236 | $ | — | $ | — | ||||||||
Cash | 39,877 | 39,877 | — | — | ||||||||||||
Certificates of deposit | 1,351 | — | 1,351 | — | ||||||||||||
U.S. government securities | 21,862 | 21,862 | — | — | ||||||||||||
Total restricted investments | $ | 82,326 | $ | 80,975 | $ | 1,351 | $ | — | ||||||||
Amounts accrued related to investigation resolution | $ | 69,786 | $ | — | $ | 69,786 | $ | — | ||||||||
Assets and liabilities measured at fair value on a recurring basis at December 31, 2012 are as follows: | ||||||||||||||||
Fair Value Measurements Using | ||||||||||||||||
Carrying Value | Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Investments: | ||||||||||||||||
Auction rate securities | $ | 32,046 | $ | — | $ | — | $ | 32,046 | ||||||||
Corporate debt securities | 57,705 | — | 57,705 | — | ||||||||||||
Asset backed securities | 4,525 | — | 4,525 | — | ||||||||||||
Money market funds | 9,513 | 9,513 | — | — | ||||||||||||
Municipal securities | 118,746 | — | 118,746 | — | ||||||||||||
Variable rate bond fund | 75,686 | 75,686 | — | — | ||||||||||||
U.S. government securities | 18,823 | 18,823 | — | — | ||||||||||||
Total investments | $ | 317,044 | $ | 104,022 | $ | 180,976 | $ | 32,046 | ||||||||
Restricted investments: | ||||||||||||||||
Money market funds | $ | 18,630 | $ | 18,630 | $ | — | $ | — | ||||||||
Cash | 29,179 | 29,179 | — | — | ||||||||||||
Certificates of deposit | 1,551 | — | 1,551 | — | ||||||||||||
U.S. government securities | 18,004 | 18,004 | — | — | ||||||||||||
Total restricted investments | $ | 67,364 | $ | 65,813 | $ | 1,551 | $ | — | ||||||||
Amounts accrued related to investigation resolution | $ | 105,476 | $ | — | $ | 105,476 | $ | — | ||||||||
Auction rate securities measured at fair value on a recurring basis using significant unobservable inputs | ' | |||||||||||||||
The following table presents the changes in the fair value of our Level 3 auction rate securities for the nine months ended September 30, 2013. | ||||||||||||||||
Balance as of January 1, 2013 | $ | 32,046 | ||||||||||||||
Realized gains (losses) in earnings | — | |||||||||||||||
Unrealized gains (losses) in other comprehensive income | (238 | ) | ||||||||||||||
Purchases, sales and redemptions | — | |||||||||||||||
Net transfers in or (out) of Level 3 | — | |||||||||||||||
Balance as of September 30, 2013 | $ | 31,808 | ||||||||||||||
ORGANIZATION_BASIS_OF_PRESENTA2
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 1 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Jul. 31, 2002 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Transaction | State | Missouri [Member] | Missouri [Member] | Ohio [Member] | Ohio [Member] | Ohio [Member] | |
Members | Maximum [Member] | ||||||
Revenue, Expired Contracts [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Number of transactions | 2 | ' | ' | ' | ' | ' | ' |
Number of members | ' | 2,824,000 | ' | ' | ' | ' | ' |
Consolidated premium revenue, net of taxes | ' | ' | $20,000 | ' | $68,000 | $127,000 | $198,000 |
Percentage of consolidated premium revenue | ' | ' | ' | 1.00% | 3.80% | 1.80% | 3.70% |
Number of states | ' | 49 | ' | ' | ' | ' | ' |
ORGANIZATION_BASIS_OF_PRESENTA3
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Pending Acquisitions (Details) | Sep. 30, 2013 |
Members | |
Business Acquisition [Line Items] | ' |
Number of members | 2,824,000 |
Healthfirst Health Plan of New Jersey [Member] | ' |
Business Acquisition [Line Items] | ' |
Number of Counties of Operation | 12 |
Number of members | 47,000 |
Medicare Advantage [Member] | Windsor Health Plans, Inc. [Member] | ' |
Business Acquisition [Line Items] | ' |
Number of Counties of Operation | 297 |
Number of counties approved | 192 |
ORGANIZATION_BASIS_OF_PRESENTA4
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Revenue Recognition (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
General term of MA contracts with CMS | '1 year | ' |
General term of PDP contracts with CMS | '1 year | ' |
Premiums Receivable, Allowance for Doubtful Accounts | $16,725 | $14,843 |
ORGANIZATION_BASIS_OF_PRESENTA5
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Risk Adjusted Premiums (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Medicare Advantage [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Risk Adjusted Premiums Receivable | $76,624 | $74,767 |
Prescription Drug Plans [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Risk Adjusted Premiums Receivable | $2,896 | $4,813 |
ORGANIZATION_BASIS_OF_PRESENTA6
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Minimum Medical Expense and Risk Corridor Provisions (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Minimum variance above target amount before CMS makes additional payments to plan sponsors | 5.00% |
Variance threshold above which CMS must make additional payments to the company | 5.00% |
ORGANIZATION_BASIS_OF_PRESENTA7
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Medicare Part D Settlements (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Drug costs reimbursed | 80.00% |
Number of Months Discounts are Reported | '37 months |
ORGANIZATION_BASIS_OF_PRESENTA8
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Medical Benefits and Medical Benefits Payable (Details) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' | ' | ' | ' |
Net unfavorable development, impact on medical expense | $47,513 | $15,377 | ' | ' | ' | ' |
Unfavorable Development Related To Prior Fiscal Years | 16,266 | ' | -31,247 | ' | ' | ' |
Unfavorable development related to prior interim periods of same year | ' | ' | ' | 23,295 | ' | ' |
Net favorable development related to prior fiscal years | ' | ' | ' | $7,918 | ($7,115) | $79,708 |
ORGANIZATION_BASIS_OF_PRESENTA9
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Equity Based Compensation (Details) | 9 Months Ended | |
Sep. 30, 2013 | Jun. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of shares authorized (in shares) | ' | 2,500,000 |
Number of calendar days preceding the end of the fiscal year prior to the vesting date with the maximum quotient | '30 days | ' |
Minimum percentage multiplier of MSUs | 50.00% | ' |
Cliff vesting target range percentage minimum | 0.00% | ' |
Minimum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Cliff vesting target range percentage maximum | 150.00% | ' |
Maximum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Cliff vesting target range percentage maximum | 200.00% | ' |
Market Stock Units [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Vesting period of certain equity-based compensation | '3 years | ' |
Performance Share Awards [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Vesting period of certain equity-based compensation | '3 years | ' |
Recovered_Sheet1
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Property, Equipment and Capitalized Software, net (Details) (Software and Software Development Costs [Member], USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Software and Software Development Costs [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Impairment charges | $8,997 |
Recovered_Sheet2
ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Intangible Assets (Details) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Goodwill impairment loss | $0 | $0 |
Minimum [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Useful life of intangible assets | ' | '1 year |
Maximum [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Useful life of intangible assets | ' | '15 years |
ACQUISITIONS_Details
ACQUISITIONS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Sep. 30, 2013 | Jan. 31, 2013 | Jan. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | Members | WellCare of South Carolina [Member] | WellCare of South Carolina [Member] | WellCare of South Carolina [Member] | WellCare of South Carolina [Member] | Missouri Care, Inc. [Member] | Missouri Care, Inc. [Member] | |
Members | SOUTH CAROLINA | Members | ||||||
County | ||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Number of members | 2,824,000 | ' | ' | 50,000 | ' | ' | 106,000 | ' |
Purchase accounting adjustments | ' | ' | $2,020 | ' | ' | ' | ' | ' |
Assets acquired: | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | ' | ' | 11,540 | ' | ' | 17,823 |
Investments | ' | ' | ' | ' | 37,949 | ' | ' | ' |
Premiums receivable, net | ' | ' | ' | ' | 2,857 | ' | ' | 33,914 |
Other assets | ' | ' | ' | ' | 2,398 | ' | ' | 1,603 |
Total assets acquired | ' | ' | ' | ' | 54,744 | ' | ' | 53,340 |
Liabilities assumed: | ' | ' | ' | ' | ' | ' | ' | ' |
Medical benefits payable | ' | ' | ' | ' | -28,375 | ' | ' | -43,060 |
Accrued expenses and other payables | ' | ' | ' | ' | -716 | ' | ' | -21 |
Total liabilities assumed | ' | ' | ' | ' | -29,091 | ' | ' | -43,081 |
Fair value of net tangible assets acquired | ' | ' | ' | ' | 25,653 | ' | ' | 10,259 |
Goodwill | 236,756 | 223,839 | ' | ' | 12,576 | ' | ' | 3,024 |
Number of Counties of Operation | ' | ' | ' | ' | ' | 39 | ' | ' |
Number of counties in state | ' | ' | ' | ' | ' | 46 | ' | ' |
Reimbursement receivable from seller | ' | ' | $1,774 | ' | ' | ' | ' | ' |
ACQUISITIONS_Acquired_Intangib
ACQUISITIONS - Acquired Intangible Assets (Details) (USD $) | Jan. 31, 2013 | Sep. 30, 2013 | Jan. 31, 2013 | Sep. 30, 2013 | Jan. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | WellCare of South Carolina [Member] | WellCare of South Carolina [Member] | WellCare of South Carolina [Member] | WellCare of South Carolina [Member] | WellCare of South Carolina [Member] | WellCare of South Carolina [Member] | Missouri Care, Inc. [Member] | Missouri Care, Inc. [Member] | Missouri Care, Inc. [Member] | Missouri Care, Inc. [Member] | Missouri Care, Inc. [Member] | Missouri Care, Inc. [Member] | Missouri Care, Inc. [Member] | Missouri Care, Inc. [Member] |
Weighted Average [Member] | State contract [Member] | State contract [Member] | Provider networks [Member] | Provider networks [Member] | Weighted Average [Member] | State contract [Member] | State contract [Member] | Trademarks [Member] | Trademarks [Member] | Provider networks [Member] | Provider networks [Member] | |||
Weighted Average [Member] | Weighted Average [Member] | |||||||||||||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Definite-lived intangible assets | $9,510 | ' | $8,700 | ' | $810 | ' | $7,060 | ' | ' | $4,800 | ' | $960 | ' | $1,300 |
Definite-lived intangible assets, useful life | ' | '10 years 4 months 24 days | ' | '10 years | ' | '15 years | ' | '11 years 7 months 6 days | '10 years | ' | '15 years | ' | '15 years | ' |
SEGMENT_REPORTING_Details
SEGMENT REPORTING (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 02, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Nov. 02, 2011 |
Segment | Medicaid [Member] | Medicaid [Member] | Medicaid [Member] | Medicaid [Member] | Medicare Advantage [Member] | Medicare Advantage [Member] | Medicare Advantage [Member] | Medicare Advantage [Member] | Prescription Drug Plans [Member] | Prescription Drug Plans [Member] | Prescription Drug Plans [Member] | Prescription Drug Plans [Member] | Florida [Member] | Florida [Member] | Florida [Member] | Florida [Member] | Florida [Member] | Georgia [Member] | Georgia [Member] | Georgia [Member] | Georgia [Member] | Kentucky [Member] | Kentucky [Member] | Kentucky [Member] | Kentucky [Member] | Kentucky [Member] | ||||
Regions | Option | Option | Option | |||||||||||||||||||||||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Premium revenue net of premium tax | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | 14.00% | 12.00% | 13.00% | 17.00% | 19.00% | 16.00% | 20.00% | 15.00% | 10.00% | 14.00% | 9.00% | ' |
Contract term extended | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of regions recommended for contract awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total number of regions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of renewal options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | 2 | ' | ' | ' | ' | ' | 4 |
Term of optional renewals | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' |
Initial term of long-term contracts | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' |
Initial term of short-term contracts | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' |
Premium revenue | $2,495,559 | $1,816,377 | $7,075,254 | $5,414,131 | $1,492,362 | $1,096,929 | $4,184,737 | $3,269,010 | $807,344 | $470,756 | $2,286,230 | $1,364,505 | $195,853 | $248,692 | $604,287 | $780,616 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Medical benefits expense | 2,144,672 | 1,549,456 | 6,147,863 | 4,617,411 | 1,314,643 | 980,016 | 3,636,283 | 2,844,469 | 685,711 | 408,654 | 1,968,580 | 1,133,448 | 144,318 | 160,786 | 543,000 | 639,494 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross margin | 350,887 | 266,921 | 927,391 | 796,720 | 177,719 | 116,913 | 548,454 | 424,541 | 121,633 | 62,102 | 317,650 | 231,057 | 51,535 | 87,906 | 61,287 | 141,122 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment and other income | 4,851 | 2,018 | 13,933 | 6,772 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other expenses | -248,965 | -206,587 | -734,502 | -584,408 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income before income taxes | $106,773 | $62,352 | $206,822 | $219,084 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NET_INCOME_PER_COMMON_SHARE_De
NET INCOME PER COMMON SHARE (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Weighted-average common shares outstanding - basic | 43,608,626 | 43,149,455 | 43,470,758 | 43,070,113 |
Dilutive effect of: | ' | ' | ' | ' |
Unvested restricted stock, restricted stock units, market stock units and performance stock units | 330,283 | 508,383 | 352,161 | 507,200 |
Stock options | 99,013 | 186,385 | 149,527 | 208,111 |
Weighted-average common shares outstanding - diluted | 44,037,922 | 43,844,223 | 43,972,446 | 43,785,424 |
Anti-dilutive stock options and restricted stock awards excluded from computation | 64,862 | 0 | 102,988 | 0 |
INVESTMENTS_Details
INVESTMENTS (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' | ' |
Amortized Cost | $406,808,000 | ' | $406,808,000 | ' | $318,296,000 |
Gross Unrealized Gains | 438,000 | ' | 438,000 | ' | 928,000 |
Gross Unrealized Losses | -2,665,000 | ' | -2,665,000 | ' | -2,180,000 |
Estimated Fair Value | 404,581,000 | ' | 404,581,000 | ' | 317,044,000 |
Within 1 Year | 317,587,000 | ' | 317,587,000 | ' | ' |
1 Through 5 Years | 55,186,000 | ' | 55,186,000 | ' | ' |
5 Through 10 Years | 0 | ' | 0 | ' | ' |
Thereafter | 31,808,000 | ' | 31,808,000 | ' | ' |
Auction Rate Securities [Member] | ' | ' | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' | ' |
Amortized Cost | 34,150,000 | ' | 34,150,000 | ' | 34,150,000 |
Gross Unrealized Gains | 0 | ' | 0 | ' | 0 |
Gross Unrealized Losses | -2,342,000 | ' | -2,342,000 | ' | -2,104,000 |
Estimated Fair Value | 31,808,000 | ' | 31,808,000 | ' | 32,046,000 |
Within 1 Year | 0 | ' | 0 | ' | ' |
1 Through 5 Years | 0 | ' | 0 | ' | ' |
5 Through 10 Years | 0 | ' | 0 | ' | ' |
Thereafter | 31,808,000 | ' | 31,808,000 | ' | ' |
Estimated fair falue of municipal note security | 31,808,000 | ' | 31,808,000 | ' | ' |
Redemptions or sales | 0 | 0 | 0 | 0 | ' |
Realized losses | 0 | 0 | 0 | 0 | ' |
Certificates of Deposit [Member] | ' | ' | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' | ' |
Amortized Cost | 4,300,000 | ' | 4,300,000 | ' | ' |
Gross Unrealized Gains | 0 | ' | 0 | ' | ' |
Gross Unrealized Losses | 0 | ' | 0 | ' | ' |
Estimated Fair Value | 4,300,000 | ' | 4,300,000 | ' | ' |
Within 1 Year | 3,750,000 | ' | 3,750,000 | ' | ' |
1 Through 5 Years | 550,000 | ' | 550,000 | ' | ' |
5 Through 10 Years | 0 | ' | 0 | ' | ' |
Thereafter | 0 | ' | 0 | ' | ' |
Corporate Debt and Other Securities [Member] | ' | ' | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' | ' |
Amortized Cost | 119,471,000 | ' | 119,471,000 | ' | 62,166,000 |
Gross Unrealized Gains | 19,000 | ' | 19,000 | ' | 77,000 |
Gross Unrealized Losses | -182,000 | ' | -182,000 | ' | -13,000 |
Estimated Fair Value | 119,308,000 | ' | 119,308,000 | ' | 62,230,000 |
Within 1 Year | 94,378,000 | ' | 94,378,000 | ' | ' |
1 Through 5 Years | 24,930,000 | ' | 24,930,000 | ' | ' |
5 Through 10 Years | 0 | ' | 0 | ' | ' |
Thereafter | 0 | ' | 0 | ' | ' |
Money Market Funds [Member] | ' | ' | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' | ' |
Amortized Cost | 43,377,000 | ' | 43,377,000 | ' | 9,513,000 |
Gross Unrealized Gains | 0 | ' | 0 | ' | 0 |
Gross Unrealized Losses | 0 | ' | 0 | ' | 0 |
Estimated Fair Value | 43,377,000 | ' | 43,377,000 | ' | 9,513,000 |
Within 1 Year | 43,377,000 | ' | 43,377,000 | ' | ' |
1 Through 5 Years | 0 | ' | 0 | ' | ' |
5 Through 10 Years | 0 | ' | 0 | ' | ' |
Thereafter | 0 | ' | 0 | ' | ' |
Municipal Securities [Member] | ' | ' | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' | ' |
Amortized Cost | 100,326,000 | ' | 100,326,000 | ' | 118,765,000 |
Gross Unrealized Gains | 53,000 | ' | 53,000 | ' | 44,000 |
Gross Unrealized Losses | -47,000 | ' | -47,000 | ' | -63,000 |
Estimated Fair Value | 100,332,000 | ' | 100,332,000 | ' | 118,746,000 |
Within 1 Year | 86,921,000 | ' | 86,921,000 | ' | ' |
1 Through 5 Years | 13,411,000 | ' | 13,411,000 | ' | ' |
5 Through 10 Years | 0 | ' | 0 | ' | ' |
Thereafter | 0 | ' | 0 | ' | ' |
Variable Rate Bond Fund [Member] | ' | ' | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' | ' |
Amortized Cost | 85,000,000 | ' | 85,000,000 | ' | 75,000,000 |
Gross Unrealized Gains | 275,000 | ' | 275,000 | ' | 686,000 |
Gross Unrealized Losses | -44,000 | ' | -44,000 | ' | 0 |
Estimated Fair Value | 85,231,000 | ' | 85,231,000 | ' | 75,686,000 |
Within 1 Year | 85,231,000 | ' | 85,231,000 | ' | ' |
1 Through 5 Years | 0 | ' | 0 | ' | ' |
5 Through 10 Years | 0 | ' | 0 | ' | ' |
Thereafter | 0 | ' | 0 | ' | ' |
US Government Securities [Member] | ' | ' | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' | ' |
Amortized Cost | 20,184,000 | ' | 20,184,000 | ' | 18,702,000 |
Gross Unrealized Gains | 91,000 | ' | 91,000 | ' | 121,000 |
Gross Unrealized Losses | -50,000 | ' | -50,000 | ' | 0 |
Estimated Fair Value | 20,225,000 | ' | 20,225,000 | ' | 18,823,000 |
Within 1 Year | 3,930,000 | ' | 3,930,000 | ' | ' |
1 Through 5 Years | 16,295,000 | ' | 16,295,000 | ' | ' |
5 Through 10 Years | 0 | ' | 0 | ' | ' |
Thereafter | 0 | ' | 0 | ' | ' |
External Credit Rating, Investment Grade [Member] | Auction Rate Securities [Member] | ' | ' | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' | ' |
Amortized Cost | 22,550,000 | ' | 22,550,000 | ' | ' |
Number of Securities | 2 | ' | 2 | ' | ' |
External Credit Rating, Non Investment Grade [Member] | Auction Rate Securities [Member] | ' | ' | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' | ' |
Amortized Cost | $11,600,000 | ' | $11,600,000 | ' | ' |
Number of Securities | 1 | ' | 1 | ' | ' |
RESTRICTED_INVESTMENTS_Details
RESTRICTED INVESTMENTS (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' | ' | ' | ' |
Amortized cost | $82,366,000 | ' | $82,366,000 | ' | $67,363,000 |
Gross unrealized gains | 26,000 | ' | 26,000 | ' | 2,000 |
Gross unrealized losses | -66,000 | ' | -66,000 | ' | -1,000 |
Estimated fair value | 82,326,000 | ' | 82,326,000 | ' | 67,364,000 |
Realized gains or losses | 0 | 0 | 0 | 0 | ' |
Money Market Funds [Member] | ' | ' | ' | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' | ' | ' | ' |
Amortized cost | 19,236,000 | ' | 19,236,000 | ' | 18,630,000 |
Gross unrealized gains | 0 | ' | 0 | ' | 0 |
Gross unrealized losses | 0 | ' | 0 | ' | 0 |
Estimated fair value | 19,236,000 | ' | 19,236,000 | ' | 18,630,000 |
Cash [Member] | ' | ' | ' | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' | ' | ' | ' |
Amortized cost | 39,877,000 | ' | 39,877,000 | ' | 29,179,000 |
Gross unrealized gains | 0 | ' | 0 | ' | 0 |
Gross unrealized losses | 0 | ' | 0 | ' | 0 |
Estimated fair value | 39,877,000 | ' | 39,877,000 | ' | 29,179,000 |
Certificates of Deposit [Member] | ' | ' | ' | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' | ' | ' | ' |
Amortized cost | 1,351,000 | ' | 1,351,000 | ' | 1,551,000 |
Gross unrealized gains | 0 | ' | 0 | ' | 0 |
Gross unrealized losses | 0 | ' | 0 | ' | 0 |
Estimated fair value | 1,351,000 | ' | 1,351,000 | ' | 1,551,000 |
US Government Securities [Member] | ' | ' | ' | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' | ' | ' | ' |
Amortized cost | 21,902,000 | ' | 21,902,000 | ' | 18,003,000 |
Gross unrealized gains | 26,000 | ' | 26,000 | ' | 2,000 |
Gross unrealized losses | -66,000 | ' | -66,000 | ' | -1,000 |
Estimated fair value | $21,862,000 | ' | $21,862,000 | ' | $18,004,000 |
EQUITYBASED_COMPENSATION_Detai
EQUITY-BASED COMPENSATION (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ||
Compensation expense | $5,380 | $3,992 | $12,438 | $13,534 | ||
Unrecognized compensation cost | 20,569 | ' | 20,569 | ' | ||
Weighted-average period over which compensation costs are expected to be recognized (in years) | ' | ' | '2 years 0 months 0 days | ' | ||
Stock Options [Member] | ' | ' | ' | ' | ||
Stock Options [Rollforward] | ' | ' | ' | ' | ||
Outstanding as of beginning of period (in shares) | ' | ' | 435,876 | ' | ||
Granted (in shares) | ' | ' | 0 | ' | ||
Exercised (in shares) | ' | ' | -328,487 | ' | ||
Forfeited and expired (in shares) | ' | ' | -8,905 | ' | ||
Outstanding at end of period (in shares) | 98,484 | [1] | ' | 98,484 | [1] | ' |
Vested and exercisable (shares) | 98,484 | ' | 98,484 | ' | ||
Weighted Average Exercise Price [Rollforward] | ' | ' | ' | ' | ||
Outstanding as of beginning of period (in dollars per share) | ' | ' | $26.40 | ' | ||
Granted (in dollars per share) | ' | ' | $0 | ' | ||
Exercised (in dollars per share) | ' | ' | $26.94 | ' | ||
Forfeited and expired (in dollars per share) | ' | ' | $5.85 | ' | ||
Outstanding at end of period (in dollars per share) | $26.33 | ' | $26.33 | ' | ||
Aggregate Intrinsic Value [Abstract] | ' | ' | ' | ' | ||
Outstanding at end of period | $4,275 | ' | $4,275 | ' | ||
Weighted Average Remaining Contractual Term [Abstract] | ' | ' | ' | ' | ||
Outstanding at end of period (in years) | ' | ' | '2 years 2 months 18 days | ' | ||
Restricted Stock and Restricted Stock Units [Member] | ' | ' | ' | ' | ||
Equity Instruments Other than Options [Roll Forward] | ' | ' | ' | ' | ||
Outstanding as of beginning of period (in shares) | ' | ' | 273,174 | ' | ||
Granted (in shares) | ' | ' | 177,842 | ' | ||
Vested (in shares) | ' | ' | -145,110 | ' | ||
Forfeited and expired (in shares) | ' | ' | -44,217 | ' | ||
Outstanding at end of period (in shares) | 261,689 | ' | 261,689 | ' | ||
Weighted Average Grant-Date Fair Value [Rollforward] | ' | ' | ' | ' | ||
Outstanding as of beginning of period (in dollars per share) | ' | ' | $45.90 | ' | ||
Granted (in dollars per share) | ' | ' | $55.87 | ' | ||
Vested (in dollars per share) | ' | ' | $38.67 | ' | ||
Forfeited and expired (in dollars per share) | ' | ' | $51.56 | ' | ||
Outstanding as of end of period (in dollars per share) | $55.56 | ' | $55.56 | ' | ||
Performance Share Awards [Member] | ' | ' | ' | ' | ||
Equity Instruments Other than Options [Roll Forward] | ' | ' | ' | ' | ||
Outstanding as of beginning of period (in shares) | ' | ' | 421,566 | ' | ||
Granted (in shares) | ' | ' | 177,991 | ' | ||
Vested (in shares) | ' | ' | -90,347 | ' | ||
Forfeited and expired (in shares) | ' | ' | -106,538 | ' | ||
Outstanding at end of period (in shares) | 402,672 | ' | 402,672 | ' | ||
Weighted Average Grant-Date Fair Value [Rollforward] | ' | ' | ' | ' | ||
Outstanding as of beginning of period (in dollars per share) | ' | ' | $46.81 | ' | ||
Granted (in dollars per share) | ' | ' | $57.36 | ' | ||
Vested (in dollars per share) | ' | ' | $29.73 | ' | ||
Forfeited and expired (in dollars per share) | ' | ' | $52 | ' | ||
Outstanding as of end of period (in dollars per share) | $54.09 | ' | $54.09 | ' | ||
Market Stock Units [Member] | ' | ' | ' | ' | ||
Equity Instruments Other than Options [Roll Forward] | ' | ' | ' | ' | ||
Outstanding as of beginning of period (in shares) | ' | ' | 62,193 | ' | ||
Granted (in shares) | ' | ' | 68,588 | ' | ||
Vested (in shares) | ' | ' | 0 | ' | ||
Forfeited and expired (in shares) | ' | ' | -24,758 | ' | ||
Outstanding at end of period (in shares) | 106,023 | ' | 106,023 | ' | ||
Weighted Average Grant-Date Fair Value [Rollforward] | ' | ' | ' | ' | ||
Outstanding as of beginning of period (in dollars per share) | ' | ' | $74.03 | ' | ||
Granted (in dollars per share) | ' | ' | $81.59 | ' | ||
Vested (in dollars per share) | ' | ' | $0 | ' | ||
Forfeited and expired (in dollars per share) | ' | ' | $77.32 | ' | ||
Outstanding as of end of period (in dollars per share) | $78.18 | ' | $78.18 | ' | ||
[1] | All of the Company's outstanding stock options were vested and exercisable as of September 30, 2013. |
DEBT_Details
DEBT (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Aug. 31, 2011 | Feb. 12, 2013 | Aug. 31, 2011 | Feb. 12, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Feb. 12, 2013 | Sep. 30, 2013 | Feb. 12, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Feb. 12, 2013 | |
Senior Secured Credit Agreement [Member] | Senior Secured Credit Agreement [Member] | Senior Secured Credit Agreement [Member] | Second Amended Credit Agreement [Member] | Second Amended Credit Agreement [Member] | Second Amended Credit Agreement [Member] | Second Amended Credit Agreement [Member] | Second Amended Credit Agreement [Member] | Second Amended Credit Agreement [Member] | Second Amended Credit Agreement [Member] | Second Amended Credit Agreement [Member] | Second Amended Credit Agreement [Member] | Second Amended Credit Agreement [Member] | ||||||
Term Loan Facility [Member] | Term Loan Facility [Member] | Maximum [Member] | Term Loan Facility [Member] | Term Loan Facility [Member] | Term Loan Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan facility, original principal amount | ' | ' | ' | ' | ' | $300,000,000 | ' | $150,000,000 | ' | ' | ' | ' | ' | ' | $365,000,000 | ' | ' | ' |
Revolving credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000,000 |
Increase in additional borrowings | ' | ' | ' | ' | ' | ' | 230,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior secured credit agreement, maximum funds availability | ' | ' | ' | ' | ' | ' | ' | ' | 515,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expiration date of senior secured credit agreement | ' | ' | ' | ' | ' | ' | ' | ' | 'August 2016 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding balance under the credit agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | 336,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Current portion of long-term debt | 39,875,000 | ' | 39,875,000 | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.94% | ' | 1.75% | ' | ' |
Applicable margin for ABR Loans, minimum (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Applicable margin for ABR Loans, maximum (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | 2.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rate added to effective interest rate (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Description of variable rate basis | ' | ' | ' | ' | ' | ' | ' | ' | 'Adjusted LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest period used to compute interest rate under Adjusted LIBOR option (in months) | ' | ' | ' | ' | ' | ' | ' | ' | '1 month | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Margin added to Adjusted LIBOR related to ABR Loans (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Applicable margin for Eurodollar Loans, minimum (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Applicable margin for Eurodollar Loans, maximum (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | 3.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unutilized commitments fee, minimum (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unutilized commitments fee maximum (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash interest component | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,087,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | 2,171,000 | 1,016,000 | 5,932,000 | 3,163,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,773,000 | ' | ' | 314,000 | ' |
Accumulated amortization, debt issuance costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,980,000 | ' | 2,274,000 | ' | ' | ' | ' | ' | ' |
Amortization expense for debt issuance costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | $781,000 | $442,000 | ' | ' | ' | ' | ' | ' | ' |
Minimum Cash Flow Leverage Ratio | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash Flow Leverage Ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 275.00% | ' | ' | ' | ' | ' |
Fixed charge coverage ratio minimum | ' | ' | ' | ' | ' | ' | ' | ' | 300.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Duration for payment obligations due and payable to the U.S. Department of Justice | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' |
Payment obligations due and payable to the U.S. Department of Justice | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 months | ' | ' | ' | ' | ' | ' | ' | ' |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Recurring [Member] | Software and Software Development Costs [Member] | Software and Software Development Costs [Member] | ||
Auction Rate Securities [Member] | Auction Rate Securities [Member] | Corporate Debt Securities [Member] | Corporate Debt Securities [Member] | Certificates of Deposit [Member] | Certificates of Deposit [Member] | Commercial Paper [Member] | Asset Backed Securities [Member] | Asset Backed Securities [Member] | Money Market Funds [Member] | Money Market Funds [Member] | Municipal Securities [Member] | Municipal Securities [Member] | Variable Rate Bond Fund [Member] | Variable Rate Bond Fund [Member] | U.S. Government Securities [Member] | U.S. Government Securities [Member] | Cash [Member] | Cash [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Significant Unobservable Inputs (Level 3) [Member] | Fair Value, Measurements, Nonrecurring [Member] | ||||||
Auction Rate Securities [Member] | Auction Rate Securities [Member] | Corporate Debt Securities [Member] | Corporate Debt Securities [Member] | Certificates of Deposit [Member] | Certificates of Deposit [Member] | Commercial Paper [Member] | Asset Backed Securities [Member] | Asset Backed Securities [Member] | Money Market Funds [Member] | Money Market Funds [Member] | Municipal Securities [Member] | Municipal Securities [Member] | Variable Rate Bond Fund [Member] | Variable Rate Bond Fund [Member] | U.S. Government Securities [Member] | U.S. Government Securities [Member] | Cash [Member] | Cash [Member] | Auction Rate Securities [Member] | Auction Rate Securities [Member] | Corporate Debt Securities [Member] | Corporate Debt Securities [Member] | Certificates of Deposit [Member] | Certificates of Deposit [Member] | Commercial Paper [Member] | Asset Backed Securities [Member] | Asset Backed Securities [Member] | Money Market Funds [Member] | Money Market Funds [Member] | Municipal Securities [Member] | Municipal Securities [Member] | Variable Rate Bond Fund [Member] | Variable Rate Bond Fund [Member] | U.S. Government Securities [Member] | U.S. Government Securities [Member] | Cash [Member] | Cash [Member] | Auction Rate Securities [Member] | Auction Rate Securities [Member] | Corporate Debt Securities [Member] | Corporate Debt Securities [Member] | Certificates of Deposit [Member] | Certificates of Deposit [Member] | Commercial Paper [Member] | Asset Backed Securities [Member] | Asset Backed Securities [Member] | Money Market Funds [Member] | Money Market Funds [Member] | Municipal Securities [Member] | Municipal Securities [Member] | Variable Rate Bond Fund [Member] | Variable Rate Bond Fund [Member] | U.S. Government Securities [Member] | U.S. Government Securities [Member] | Cash [Member] | Cash [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||||||||||||||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total investments | ' | ' | $404,581 | $317,044 | $31,808 | $32,046 | $117,081 | $57,705 | $4,300 | ' | $0 | $2,227 | $4,525 | $43,377 | $9,513 | $100,332 | $118,746 | $85,231 | $75,686 | $20,225 | $18,823 | ' | ' | $148,833 | $104,022 | $0 | $0 | $0 | $0 | $0 | ' | $0 | $0 | $0 | $43,377 | $9,513 | $0 | $0 | $85,231 | $75,686 | $20,225 | $18,823 | ' | ' | $223,940 | $180,976 | $0 | $0 | $117,081 | $57,705 | $4,300 | ' | $0 | $2,227 | $4,525 | $0 | $0 | $100,332 | $118,746 | $0 | $0 | $0 | $0 | ' | ' | $31,808 | $32,046 | $31,808 | $32,046 | $0 | $0 | $0 | ' | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ' | ' | ' | ' |
Total restricted investments | ' | ' | 82,326 | 67,364 | ' | ' | ' | ' | 1,351 | 1,551 | ' | ' | ' | 19,236 | 18,630 | ' | ' | ' | ' | 21,862 | 18,004 | 39,877 | 29,179 | 80,975 | 65,813 | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | 19,236 | 18,630 | ' | ' | ' | ' | 21,862 | 18,004 | 39,877 | 29,179 | 1,351 | 1,551 | ' | ' | ' | ' | 1,351 | 1,551 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | 0 | 0 | 0 | 0 | 0 | 0 | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | 0 | 0 | 0 | 0 | ' | ' |
Amounts payable related to investigation resolution | ' | ' | 69,786 | 105,476 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 69,786 | 105,476 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | 336,500 | 135,000 | 324,706 | 131,770 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Auction rate securities measured at fair value on a recurring basis using significant unobservable inputs [Rollforward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,046 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Realized gains (losses) in earnings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrealized gains (losses) in other comprehensive income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -238 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchases, sales and redemptions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net transfers in or (out) of Level 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,808 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charges | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,997 | 8,997 |
Impaired assets to be disposed of | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 |
INCOME_TAXES_Details
INCOME TAXES (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Effective income tax rate (in hundredths) | 40.10% | 38.60% | 36.00% | 37.90% |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 81 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Aug. 31, 2010 | Mar. 23, 2012 | Sep. 30, 2013 | Dec. 31, 2010 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 |
associate | Civil Inquiry [Member] | Civil Inquiry [Member] | Class Action Complaints [Member] | Class Action Complaints [Member] | Corporate Integrity Agreement [Member] | Derivative Lawsuits [Member] | Derivative Lawsuits [Member] | Derivative Lawsuits [Member] | Derivative Lawsuits [Member] | Derivative Lawsuits [Member] | |||
Installment | contingency | Employee | Employee | Employee | |||||||||
days | days | days | |||||||||||
Action | Action | Action | |||||||||||
person | person | person | |||||||||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Settlement agreement, amount | ' | ' | ' | $137,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of installments | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Settlement Agreement Amount Of Installment Payments | ' | ' | ' | 34,375 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of agreement | ' | ' | ' | ' | '36 months | ' | ' | '5 years | ' | ' | ' | ' | ' |
Settlement agreement, interest rate | ' | ' | ' | 3.13% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of settlement liability | ' | ' | ' | ' | 69,786 | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of legal contingency accrual, current | 35,958 | 37,305 | ' | ' | 35,958 | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of legal contingency accrual, long-term | 33,828 | 68,171 | ' | ' | 33,828 | ' | ' | ' | ' | ' | ' | ' | ' |
Settlement agreement, additional contingent amount | ' | ' | ' | 35,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of contingencies in the Stipulation Agreement | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' |
Settlement agreement, control share price (in dollars per share) | ' | ' | ' | ' | ' | $30 | ' | ' | ' | ' | ' | ' | ' |
Settlement agreement, payment | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' |
Portion of sums recovered from former officers to be paid to class members | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' |
Number of former officers being pursued in action filed by entity | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | 3 | ' | 3 |
Number of former associates being pursued in action filed by entity | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | 2 | ' | 2 |
Number of former associates tried in 2013 | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of former employees being pursued in action filed by entity | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | 5 | ' | 5 |
Number of actions filed in the Federal Court | ' | ' | ' | ' | ' | ' | ' | ' | 6 | ' | 6 | ' | 6 |
Number of days action against former associates is stayed | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Legal fees | ' | ' | ' | ' | ' | ' | ' | ' | 5,712 | 7,180 | 39,115 | 25,930 | 149,002 |
Total insurance proceeds received or expected to be received | ' | ' | 32,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face amount of the insurance policies, recovery sought | ' | ' | $45,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |