Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Summary of Significant Accounting Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In July 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2011-06, "Other Expenses (Topic 720): Fees Paid to the Federal Government by Health Insurers (a consensus of the FASB Emerging Issues Task Force)" ("ASU 2011-06"), which addresses how fees mandated by the Patient Protection and the Affordable Care Act ("ACA"), as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the "Health Reform Law"), should be recognized and classified in the income statements of health insurers. The Health Reform Law imposes a mandatory annual fee on health insurers for each calendar year beginning on or after January 1, 2014. ASU 2011-06 stipulates that the liability incurred for that fee be amortized to expense over the calendar year in which it is payable. This ASU is effective for calendar years beginning after December 31, 2013, when the fee initially became effective. The Company has obtained rate adjustments which the Company expects will cover the direct costs of these fees and the impact from non-deductibility of such fees for federal and state income tax purposes. To the extent the Company has a state public sector customer that does not renew, there may be some impact due to taxes paid where the timing and amount of recoupment of these additional costs is uncertain. In the event the Company is unable to obtain rate adjustments to cover the financial impact of the annual fee, the fee may have a material impact on the Company. For 2014, the ACA fee was $21.4 million which has been paid, and which is included in direct service costs and other operating expenses in the consolidated statements of income. The Company has recorded revenues of $36.5 million for 2014, associated with the accrual for the reimbursement of the economic impact of the ACA fees from its customers. |
In July 2013, the FASB issued ASU No. 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Carryforward Exists" ("ASU 2013-11"). ASU 2013-11 provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. An unrecognized tax benefit should 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 with certain exceptions, in which case such an unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in this ASU do not require new recurring disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2013 and were adopted by the Company during the quarter ended March 31, 2014. The effect of the guidance is immaterial to the Company's consolidated results of operations, financial position, and cash flows. |
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("ASU 2014-09"), which is a new comprehensive revenue recognition standard that will supersede virtually all existing revenue guidance under GAAP. This ASU is effective for calendar years beginning after December 15, 2016. The Company is currently assessing the potential impact this ASU will have on the Company's consolidated results of operations, financial position, and cash flows. |
In June 2014, the FASB issued ASU No. 2014-12, "Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period" ("ASU 2014-12"), which revises the accounting treatment for stock compensation tied to performance targets. This ASU is effective for calendar years beginning after December 15, 2015. The guidance is not expected to materially impact the Company's consolidated results of operations, financial position, or cash flows. |
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements—Going Concern (Subtopic 205-40)" ("ASU 2014-15"), which provides guidance in GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. This amendment should reduce diversity in the timing and content of footnote disclosures. This ASU is effective for the annual period ending after December 15, 2016 and for annual and interim periods thereafter. The guidance is not expected to materially impact the Company's consolidated results of operations, financial position, or cash flows. |
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Use of Estimates | Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates of the Company include, among other things, accounts receivable realization, valuation allowances for deferred tax assets, valuation of goodwill and intangible assets, medical claims payable, other medical liabilities, contingent consideration, stock compensation assumptions, tax contingencies and legal liabilities. Actual results could differ from those estimates. |
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Revenue recognition | Managed Care and Other Revenue |
Managed Care Revenue. Managed care revenue, inclusive of revenue from the Company's risk, EAP and ASO contracts, is recognized over the applicable coverage period on a per member basis for covered members. The Company is paid a per member fee for all enrolled members, and this fee is recorded as revenue in the month in which members are entitled to service. The Company adjusts its revenue for retroactive membership terminations, additions and other changes, when such adjustments are identified, with the exception of retroactivity that can be reasonably estimated. The impact of retroactive rate amendments is generally recorded in the accounting period that terms to the amendment are finalized, and that the amendment is executed. Any fees paid prior to the month of service are recorded as deferred revenue. Managed care revenues approximated $2.5 billion, $2.7 billion and $2.6 billion for the years ended December 31, 2012, 2013 and 2014, respectively. |
Fee-For-Service and Cost-Plus Contracts. The Company has certain fee-for-service contracts, including cost-plus contracts, with customers under which the Company recognizes revenue as services are performed and as costs are incurred. This includes revenues received in relation to ACA fees billed on a cost reimbursement basis. Revenues from these contracts approximated $151.4 million, $215.1 million and $290.9 million for the years ended December 31, 2012, 2013 and 2014, respectively. |
Block Grant Revenues. The Maricopa Contract (as defined below) was partially funded by federal, state and county block grant money, which represents annual appropriations. The Company recognizes revenue from block grant activity ratably over the period to which the block grant funding applies. Block grant revenues were approximately $124.8 million, $131.5 million and $33.3 million for the years ended December 31, 2012, 2013 and 2014, respectively. |
Performance-Based Revenue. The Company has the ability to earn performance-based revenue under certain risk and non-risk contracts. Performance-based revenue generally is based on either the ability of the Company to manage care for its clients below specified targets, or on other operating metrics. For each such contract, the Company estimates and records performance-based revenue after considering the relevant contractual terms and the data available for the performance-based revenue calculation. Pro-rata performance-based revenue may be recognized on an interim basis pursuant to the rights and obligations of each party upon termination of the contracts. Performance-based revenues were $25.4 million, $14.0 million and $12.0 million for the years ended December 31, 2012, 2013 and 2014, respectively. |
Rebate Revenue. The Company administers a rebate program for certain clients through which the Company coordinates the achievement, calculation and collection of rebates and administrative fees from pharmaceutical manufacturers on behalf of clients. Each period, the Company estimates the total rebates earned based on actual volumes of pharmaceutical purchases by the Company's clients, as well as historical and/or anticipated sharing percentages. The Company earns fees based upon the volume of rebates generated for its clients. The Company does not record as rebate revenue any rebates that are passed through to its clients. Total rebate revenues for the years ended December 31, 2012, 2013 and 2014 were $40.2 million, $34.8 million and $43.6 million, respectively. |
In relation to the Company's PBM business, the Company administers rebate programs through which it receives rebates from pharmaceutical manufacturers that are shared with its customers. The Company recognizes rebates when the Company is entitled to them and when the amounts of the rebates are determinable. The amount recorded for rebates earned by the Company from the pharmaceutical manufacturers are recorded as a reduction of cost of goods sold. |
PBM and Dispensing Revenue |
Pharmacy Benefit Management Revenue. The Company recognizes PBM revenue, which consists of a negotiated prescription price (ingredient cost plus dispensing fee), co-payments collected by the pharmacy and any associated administrative fees, when claims are adjudicated. The Company recognizes PBM revenue on a gross basis (i.e. including drug costs and co-payments) as it is acting as the principal in the arrangement and is contractually obligated to its clients and network pharmacies, which is a primary indicator of gross reporting. In addition, the Company is solely responsible for the claims adjudication process, negotiating the prescription price for the pharmacy, collection of payments from the client for drugs dispensed by the pharmacy, and managing the total prescription drug relationship with the client's members. If the Company enters into a contract where it is only an administrator, and does not assume any of the risks previously noted, revenue will be recognized on a net basis. Prior to the year ended December 31, 2013 the Company had no PBM business. PBM revenues were $106.7 million and $575.7 million for the years ended December 31, 2013 and 2014, respectively. |
Dispensing Revenue. The Company recognizes dispensing revenue, which includes the co-payments received from members of the health plans the Company serves, when the specialty pharmaceutical drugs are shipped. At the time of shipment, the earnings process is complete; the obligation of the Company's customer to pay for the specialty pharmaceutical drugs is fixed, and, due to the nature of the product, the member may neither return the specialty pharmaceutical drugs nor receive a refund. Revenues from the dispensing of specialty pharmaceutical drugs on behalf of health plans were $350.3 million, $376.6 million and $216.0 million for the years ended December 31, 2012, 2013 and 2014, respectively. |
Significant Customers |
Consolidated Company |
Through March 31, 2014, the Company provided behavioral healthcare management and other related services to approximately 680,000 members in Maricopa County, Arizona as the Regional Behavioral Health Authority ("RBHA") for GSA6 ("Maricopa County") pursuant to a contract with the State of Arizona (the "Maricopa Contract"). The Maricopa Contract was for the management of the publicly funded behavioral health system that delivered mental health, substance abuse and crisis services for adults, youth, and children. The Maricopa Contract terminated on March 31, 2014. The Maricopa Contract generated net revenues of $758.3 million, $755.0 million and $216.6 million for the years ended December 31, 2012, 2013 and 2014, respectively. |
The Company provides behavioral healthcare management and other related services to members in the state of Iowa pursuant to contracts with the State of Iowa (the "Iowa Contracts"). The Iowa Contracts generated net revenues that exceeded, in the aggregate, ten percent of net revenues for the consolidated Company for the year ended December 31, 2014. The Company currently has two contracts; the Iowa Medicaid Contract and Iowa Medicaid Integrated Health Home Provider Agreement ("IHH Agreement"). Under the Iowa Medicaid Contract, the Company is responsible for providing managed mental health and substance abuse treatment to enrollees under a Medicaid 1915(b) waiver, as well as substance abuse treatment services plan funded by federal block grant and state appropriations under the authority of the Iowa Department of Public Health. The Iowa Health and Wellness Plan for members who qualify as an "exempt individual", as defined in 441 of the Iowa Administrative Code, were also added to the contract on January 1, 2014. The latest Iowa Medicaid Contract began on January 1, 2010 and extends through June 30, 2015 unless sooner terminated by the parties. The Iowa Department of Human Services and the Iowa Department of Public Health has the right to terminate the Iowa Medicaid Contract upon thirty days notice for any reason or no reason at all. We expect that the Iowa Medicaid Contract will be extended to coincide with the start date of new Iowa High Quality Healthcare Initiative, as discussed below, however there can be no assurance that the Iowa Medicaid Contract will be extended. Under the IHH Agreement, the Company establishes a health home for individuals identified with serious and persistent mental illness through enrolled provider organizations capable of providing enhanced care. The IHH Agreement began on July 1, 2013 and extends through June 30, 2016 unless sooner terminated by either party with 60 days notice for any reason or no reason at all. The IHH program is part of the new Iowa High Quality Healthcare Initiative and we expect that the end of the IHH agreement will coincide with the start date of the new initiative. The Iowa Contracts generated net revenues of $240.2 million, $321.1 million and $465.0 million for the years ended December 31, 2012, 2013 and 2014, respectively. |
On February 16, 2015 the Iowa Department of Human Services (the "Agency") released the Iowa High Quality Healthcare Initiative Request for Proposal ("RFP"). The Agency intends to contract on a statewide basis with two to four successful bidders with a demonstrated capacity to coordinate care and provide quality outcomes for the Medicaid and Children's Health Insurance Program ("CHIP") populations. The program will enroll the majority of the Iowa Medicaid and CHIP populations and will also provide services for individuals qualifying for Iowa Department of Public Health ("IDPH") funded substance abuse services. The anticipated start of the contract is January 1, 2016 for an initial period of three years and the ability for the Agency to extend the contract for two additional two year terms. The RFP includes the services provided by the Company's current Iowa Contracts. The Company intends to submit a proposal on this RFP. There can be no assurance that the Company will be awarded a contract pursuant to the RFP, or that the terms of any contract awarded pursuant to the RFP will be similar to the current Iowa Contracts. |
By Segment |
In addition to the Maricopa Contract and the Iowa Contracts previously discussed, the following customers generated in excess of ten percent of net revenues for the respective segment for the years ended December 31, 2012, 2013 and 2014 (in thousands): |
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Segment | | Term Date | | 2012 | | 2013 | | 2014 | | |
Commercial | | | | | | | | | | | | | |
Customer A | | June 30, 2014(1) | | | 192,415 | | | 207,080 | | | 110,153 | | |
$ | $ | $ | |
Customer B | | December 31, 2019 | | | 134,885 | | | 141,444 | | | 184,981 | | |
Customer C | | August 14, 2017 | | | 12,722 | * | | 70,390 | * | | 107,247 | | |
Customer D | | December 14, 2013(1) | | | 118,351 | | | 74,203 | * | | — | | |
Customer E | | December 31, 2017 | | | 67,959 | * | | 71,085 | * | | 67,426 | | |
Public Sector | | | | | | | | | | | | | |
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Customer F | | December 31, 2018(2) | | | 133,864 | | | 128,607 | | | 253,661 | | |
* | * | |
Specialty Solutions | | | | | | | | |
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Customer G | | December 31, 2017(3) | | | 117,739 | | | 130,895 | | | 146,930 | | |
Customer H | | June 30, 2016(4) | | | 60,094 | | | 55,078 | | | 33,492 | * | |
Customer I | | June 30, 2017 | | | 57,455 | | | 61,838 | | | 76,580 | | |
Customer A | | November 30, 2016 | | | 1,339 | * | | 6,399 | * | | 54,413 | | |
Customer J | | January 31, 2016 | | | 38,366 | | | 47,311 | | | 52,310 | | |
Pharmacy Management | | | | | | | | |
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Customer K | | April 4, 2015 to December 31, 2015(5) | | | 129,209 | | | 133,724 | | | 123,812 | | |
Customer L | | December 31, 2013(6) | | | 60,350 | | | 59,125 | * | | 14,312 | * | |
Customer E | | December 31, 2013(6) | | | 73,785 | | | 92,647 | | | 2,612 | * | |
Customer M | | March 31, 2014(1)(7) | | | 69,090 | | | 66,153 | * | | 18,055 | * | |
Customer N | | December 16, 2016 | | | — | | | — | | | 171,936 | | |
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* | Revenue amount did not exceed ten percent of net revenues for the respective segment for the year presented. Amount is shown for comparative purposes only. | | | | | | | | | | | | |
-1 | The contract has terminated. | | | | | | | | | | | | |
-2 | The Company had behavioral healthcare contracts with various areas in the State of Florida (the "Florida Areas") which were part of the Florida Medicaid program. The State of Florida implemented a new system of mandated managed care through which Medicaid enrollees will receive integrated healthcare services, and has phased out the behavioral healthcare programs under which the Florida Areas' contracts operated. The Company has a contract with the State of Florida to provide integrated healthcare services under the new program. | | | | | | | | | | | | |
-3 | On December 31, 2014, this contract was amended and extended through December 31, 2017. Historically the Company provided services on a risk basis. Under the amended contract, the funding arrangement will be a combination of risk and ASO based services. | | | | | | | | | | | | |
-4 | The contract transitioned from risk to ASO based services effective July 1, 2014. | | | | | | | | | | | | |
-5 | The customer has more than one contract. The individual contracts are scheduled to terminate at various points during the time period indicated above. | | | | | | | | | | | | |
-6 | The contract has terminated, however, the Company continues to provide services as the contract is transitioned to the new vendor. | | | | | | | | | | | | |
-7 | This customer represented a subcontract with a Public Sector customer and was eliminated in consolidation. | | | | | | | | | | | | |
Concentration of Business |
The Company also has a significant concentration of business with various counties in the State of Pennsylvania (the "Pennsylvania Counties") which are part of the Pennsylvania Medicaid program. Net revenues from the Pennsylvania Counties in the aggregate totaled $354.1 million, $359.0 million and $369.9 million for the years ended December 31, 2012, 2013 and 2014, respectively. |
The Company's contracts with customers typically have terms of one to three years, and in certain cases contain renewal provisions (at the customer's option) for successive terms of between one and two years (unless terminated earlier). Substantially all of these contracts may be immediately terminated with cause and many of the Company's contracts are terminable without cause by the customer or the Company either upon the giving of requisite notice and the passage of a specified period of time (typically between 60 and 180 days) or upon the occurrence of other specified events. In addition, the Company's contracts with federal, state and local governmental agencies generally are conditioned on legislative appropriations. These contracts generally can be terminated or modified by the customer if such appropriations are not made. |
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Income Taxes | Income Taxes |
The Company files a consolidated federal income tax return for the Company and its eighty-percent or more owned subsidiaries, and a consolidated federal income tax return for AlphaCare of New York, Inc. ("AlphaCare") and its parent, AlphaCare Holdings, Inc. ("AlphaCare Holdings"). The Company and its subsidiaries also file income tax returns in various state and local jurisdictions. |
The Company estimates income taxes for each of the jurisdictions in which it operates. This process involves determining both permanent and temporary differences resulting from differing treatment for tax and book purposes. Deferred tax assets and/or liabilities are determined by multiplying the temporary differences between the financial reporting and tax reporting bases for assets and liabilities by the enacted tax rates expected to be in effect when such differences are recovered or settled. The Company establishes valuation allowances against deferred tax assets if it is more likely than not that the deferred tax asset will not be realized. The need for a valuation allowance is determined based on the evaluation of various factors, including expectations of future earnings and management's judgment. The effect of a change in tax rates on deferred taxes is recognized in income in the period that includes the enactment date. |
Reversals of both valuation allowances and unrecognized tax benefits are recorded in the period they occur, typically as reductions to income tax expense. However, reversals of unrecognized tax benefits related to deductions for stock compensation in excess of the related book expense are recorded as increases in additional paid-in capital. To the extent reversals of unrecognized tax benefits cannot be specifically traced to these excess deductions due to complexities in the tax law, the Company records the tax benefit for such reversals to additional paid-in-capital on a pro-rata basis. |
The Company recognizes interim period income taxes by estimating an annual effective tax rate and applying it to year-to-date results. The estimated annual effective tax rate is periodically updated throughout the year based on actual results to date and an updated projection of full year income. Although the effective tax rate approach is generally used for interim periods, taxes on significant, unusual and infrequent items are recognized at the statutory tax rate entirely in the period the amounts are realized. |
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Cash and Cash Equivalents | Cash and Cash Equivalents |
Cash equivalents are short-term, highly liquid interest-bearing investments with maturity dates of three months or less when purchased, consisting primarily of money market instruments. At December 31, 2014, the Company's excess capital and undistributed earnings for the Company's regulated subsidiaries of $65.5 million are included in cash and cash equivalents. |
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Restricted Assets | Restricted Assets |
The Company has certain assets which are considered restricted for: (i) the payment of claims under the terms of certain managed care contracts; (ii) regulatory purposes related to the payment of claims in certain jurisdictions; and (iii) the maintenance of minimum required tangible net equity levels for certain of the Company's subsidiaries. Significant restricted assets of the Company as of December 31, 2013 and 2014 were as follows (in thousands): |
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| | 2013 | | 2014 | | | | | | | |
Restricted cash | | $ | 236,696 | | $ | 215,325 | | | | | | | |
Restricted short-term investments | | | 117,674 | | | 132,808 | | | | | | | |
Restricted deposits (included in other current assets) | | | 25,009 | | | 30,620 | | | | | | | |
Restricted long-term investments | | | 32,430 | | | 43,293 | | | | | | | |
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Total | | $ | 411,809 | | $ | 422,046 | | | | | | | |
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Fair Value Measurements | Fair Value Measurements |
The Company currently does not have non-financial assets and non-financial liabilities that are required to be measured at fair value on a recurring basis. Financial assets and liabilities are to be measured using inputs from the three levels of the fair value hierarchy, which are as follows: |
Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. |
Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). |
Level 3—Unobservable inputs that reflect the Company's assumptions about the assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available, including the Company's data. |
In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company's financial assets and liabilities that are required to be measured at fair value as of December 31, 2013 and 2014 (in thousands): |
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| | Fair Value Measurements | |
at December 31, 2013 |
| | Level 1 | | Level 2 | | Level 3 | | Total | |
Assets | | | | | | | | | | | | | |
Cash and Cash Equivalents(1) | | $ | — | | $ | 101,028 | | $ | — | | $ | 101,028 | |
Restricted Cash(2) | | | — | | | 128,318 | | | — | | | 128,318 | |
Investments: | | | | | | | | | | | | | |
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U.S. Government and agency securities | | | 1,129 | | | — | | | — | | | 1,129 | |
Obligations of government-sponsored enterprises(3) | | | — | | | 8,440 | | | — | | | 8,440 | |
Corporate debt securities | | | — | | | 198,594 | | | — | | | 198,594 | |
Certificates of deposit | | | — | | | 150 | | | — | | | 150 | |
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Total assets held at fair value | | $ | 1,129 | | $ | 436,530 | | $ | — | | $ | 437,659 | |
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| | Fair Value Measurements | |
at December 31, 2014 |
| | Level 1 | | Level 2 | | Level 3 | | Total | |
Assets | | | | | | | | | | | | | |
Cash and Cash Equivalents(4) | | $ | — | | $ | 139,280 | | $ | — | | $ | 139,280 | |
Restricted Cash(5) | | | — | | | 65,992 | | | — | | | 65,992 | |
Investments: | | | | | | | | | | | | | |
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U.S. Government and agency securities | | | 4,303 | | | — | | | — | | | 4,303 | |
Obligations of government-sponsored enterprises(3) | | | — | | | 15,315 | | | — | | | 15,315 | |
Corporate debt securities | | | — | | | 246,886 | | | — | | | 246,886 | |
Certificates of deposit | | | — | | | 1,150 | | | — | | | 1,150 | |
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Total assets held at fair value | | $ | 4,303 | | $ | 468,623 | | $ | — | | $ | 472,926 | |
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Liabilities | | | | | | | | | | | | | |
Contingent consideration | | $ | — | | $ | — | | $ | 58,153 | | $ | 58,153 | |
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Total liabilities held at fair value | | $ | — | | $ | — | | $ | 58,153 | | $ | 58,153 | |
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-1 | Excludes $102.2 million of cash held in bank accounts by the Company. | | | | | | | | | | | | |
-2 | Excludes $108.4 million of restricted cash held in bank accounts by the Company. | | | | | | | | | | | | |
-3 | Includes investments in notes issued by the Federal Home Loan Bank. | | | | | | | | | | | | |
-4 | Excludes $116.0 million of cash held in bank accounts by the Company. | | | | | | | | | | | | |
-5 | Excludes $149.3 million of restricted cash held in bank accounts by the Company. | | | | | | | | | | | | |
For the years ended December 31, 2013 and 2014, the Company did not transfer any assets between fair value measurement levels. |
The carrying values of financial instruments, including accounts receivable and accounts payable, approximate their fair values due to their short-term maturities. The estimated fair value of the Company's term loan of $246.9 million as of December 31, 2014 was based on current interest rates for similar types of borrowings and is in Level 2 of the fair value hierarchy. The estimated fair values may not represent actual values of the financial instruments that could be realized as of the balance sheet date or that will be realized in the future. |
All of the Company's investments are classified as "available-for-sale" and are carried at fair value. |
The contingent consideration liability reflects the fair value of potential future payments related to the CDMI, LLC ("CDMI") and Cobalt Therapeutics, LLC ("Cobalt") acquisitions. The CDMI purchase agreement provides for potential contingent payments up to a maximum aggregate amount of $165.0 million. The potential future payments are contingent upon CDMI meeting certain client retention, client conversion, and gross profit milestones through December 31, 2016. The Cobalt purchase agreement provides for potential contingent payments up to a maximum aggregate amount of $6.0 million. The potential future payments are contingent upon engagement of new members and new contract execution through June 30, 2017. |
The fair value of contingent consideration is determined based on probabilities of payment, projected payment dates, discount rates, and projected revenues, gross profits, client base, member engagement, and new contract execution. The projected revenues, gross profits, client base, member engagement, and new contract execution are derived from the Company's latest internal operational forecasts. The Company used a probability weighted discounted cash flow method to arrive at the fair value of the contingent consideration. Changes in the operational forecasts, probabilities of payment, discount rates, or projected payment dates may result in a change in the fair value measurement. Any changes in the fair value measurement are reflected as income or expense in the consolidated statements of income. As the fair value measurement for the contingent consideration is based on inputs not observed in the market, these measurements are classified as Level 3 measurements as defined by fair value measurement guidance. |
The following unobservable inputs were used in the fair value measurement of contingent consideration: (i) discount rate of 14.5 percent; (ii) probabilities of payment of approximately zero to 85 percent for CDMI and 5 to 70 percent for Cobalt; and (iii) projected payment dates of 2015 to 2017. As of the acquisition date, the Company estimated undiscounted future contingent payments of $61.7 million and $4.2 million for CDMI and Cobalt, respectively. As of December 31, 2014, the Company estimated undiscounted future contingent payments of $65.7 million and $4.2 million for CDMI and Cobalt, respectively. The increase for CDMI is mainly a result of changes in operational forecasts and probabilities of payment. As of December 31, 2014, the fair value of the short term and long term contingent consideration was $8.3 million and $49.8 million, respectively, and is included in accrued liabilities and contingent consideration, respectively, in the consolidated balance sheet. The change in the fair value of the contingent consideration was $9.3 million for the year ended December 31, 2014, $6.2 million and $3.1 million of which was recorded in the consolidated statements of income as direct service costs and other operating expenses, and as interest expense, respectively. The increase was mainly a result of the changes in the present value and estimated undiscounted liability, as noted above. |
The following table summarizes the Company's liability for contingent consideration (in thousands): |
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| | December 31, | | | | | | | | | | |
2014 | | | | | | | | | |
Balance as of beginning of period | | $ | — | | | | | | | | | | |
Acquisition of CDMI | | | 45,778 | | | | | | | | | | |
Acquisition of Cobalt | | | 3,071 | | | | | | | | | | |
Changes in fair value | | | 9,304 | | | | | | | | | | |
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Balance as of end of period | | $ | 58,153 | | | | | | | | | | |
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Investments | Investments |
All of the Company's investments are classified as "available-for-sale" and are carried at fair value. Securities which have been classified as Level 1 are measured using quoted market prices while those which have been classified as Level 2 are measured using quoted prices for identical assets and liabilities in markets that are not active. The Company's policy is to classify all investments with contractual maturities within one year as current. Investment income is recognized when earned and reported net of investment expenses. Net unrealized holding gains or losses are excluded from earnings and are reported, net of tax, as "accumulated other comprehensive income (loss)" in the accompanying consolidated balance sheets and consolidated statements of comprehensive income until realized, unless the losses are deemed to be other-than-temporary. Realized gains or losses, including any provision for other-than-temporary declines in value, are included in the consolidated statements of income. |
If a debt security is in an unrealized loss position and the Company has the intent to sell the debt security, or it is more likely than not that the Company will have to sell the debt security before recovery of its amortized cost basis, the decline in value is deemed to be other-than-temporary and is recorded to other-than-temporary impairment losses recognized in income in the consolidated statements of income. For impaired debt securities that the Company does not intend to sell or it is more likely than not that the Company will not have to sell such securities, but the Company expects that it will not fully recover the amortized cost basis, the credit component of the other-than-temporary impairment is recognized in other-than-temporary impairment losses recognized in income in the consolidated statements of income and the non-credit component of the other-than-temporary impairment is recognized in other comprehensive income. |
The credit component of an other-than-temporary impairment is determined by comparing the net present value of projected future cash flows with the amortized cost basis of the debt security. The net present value is calculated by discounting the best estimate of projected future cash flows at the effective interest rate implicit in the debt security at the date of acquisition. Cash flow estimates are driven by assumptions regarding probability of default, including changes in credit ratings, and estimates regarding timing and amount of recoveries associated with a default. Furthermore, unrealized losses entirely caused by non-credit related factors related to debt securities for which the Company expects to fully recover the amortized cost basis continue to be recognized in accumulated other comprehensive income. |
As of December 31, 2013 and 2014, there were no unrealized losses that the Company believed to be other-than-temporary. No realized gains or losses were recorded for the years ended December 31, 2012, 2013, or 2014. The following is a summary of short-term and long-term investments at December 31, 2013 and 2014 (in thousands): |
|
| | December 31, 2013 | |
| | Amortized | | Gross | | Gross | | Estimated | |
Cost | Unrealized | Unrealized | Fair Value |
| Gains | Losses | |
U.S. Government and agency securities | | $ | 1,129 | | $ | — | | $ | — | | $ | 1,129 | |
Obligations of government-sponsored enterprises(1) | | | 8,441 | | | 2 | | | (3 | ) | | 8,440 | |
Corporate debt securities | | | 198,748 | | | 18 | | | (172 | ) | | 198,594 | |
Certificates of deposit | | | 150 | | | — | | | — | | | 150 | |
| | | | | | | | | | | | | |
Total investments at December 31, 2013 | | $ | 208,468 | | $ | 20 | | $ | (175 | ) | $ | 208,313 | |
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| | December 31, 2014 | |
| | Amortized | | Gross | | Gross | | Estimated | |
Cost | Unrealized | Unrealized | Fair Value |
| Gains | Losses | |
U.S. Government and agency securities | | $ | 4,305 | | $ | — | | $ | (2 | ) | $ | 4,303 | |
Obligations of government-sponsored enterprises(1) | | | 15,318 | | | 1 | | | (4 | ) | | 15,315 | |
Corporate debt securities | | | 247,118 | | | 8 | | | (240 | ) | | 246,886 | |
Certificates of deposit | | | 1,150 | | | — | | | — | | | 1,150 | |
| | | | | | | | | | | | | |
Total investments at December 31, 2014 | | $ | 267,891 | | $ | 9 | | $ | (246 | ) | $ | 267,654 | |
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-1 | Includes investments in notes issued by the Federal Home Loan Bank. | | | | | | | | | | | | |
The maturity dates of the Company's investments as of December 31, 2014 are summarized below (in thousands): |
|
| | Amortized | | Estimated | | | | | | | |
Cost | Fair Value | | | | | | |
2015 | | $ | 224,509 | | $ | 224,361 | | | | | | | |
2016 | | | 43,382 | | | 43,293 | | | | | | | |
| | | | | | | | | | | | | |
Total investments at December 31, 2014 | | $ | 267,891 | | $ | 267,654 | | | | | | | |
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Accounts Receivable | Accounts Receivable |
The Company's accounts receivable consists of amounts due from customers throughout the United States. Collateral is generally not required. The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. Management believes the allowance for doubtful accounts is adequate to provide for normal credit losses. |
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Concentration of Credit Risk | Concentration of Credit Risk |
Accounts receivable subjects the Company to a concentration of credit risk with third party payors that include health insurance companies, managed healthcare organizations, healthcare providers and governmental entities. |
The Company maintains cash and cash equivalents balances at financial institutions and are insured by the Federal Deposit Insurance Corporation ("FDIC"). At times, balances in certain bank accounts may exceed the FDIC insured limits. |
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Pharmaceutical Inventory | Pharmaceutical Inventory |
Pharmaceutical inventory consists solely of finished goods (primarily prescription drugs) and are stated at the lower of first-in first-out cost or market. |
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Long-lived Assets | Long-lived Assets |
Long-lived assets, including property and equipment and intangible assets to be held and used, are currently reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount should be addressed. Impairment is determined by comparing the carrying value of these long-lived assets to management's best estimate of the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. The cash flow projections used to make this assessment are consistent with the cash flow projections that management uses internally in making key decisions. In the event an impairment exists, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the asset, which is generally determined by using quoted market prices or the discounted present value of expected future cash flows. |
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Property and Equipment | Property and Equipment |
Property and equipment is stated at cost, except for assets that have been impaired, for which the carrying amount has been reduced to estimated fair value. Expenditures for renewals and improvements are capitalized to the property accounts. Replacements and maintenance and repairs that do not improve or extend the life of the respective assets are expensed as incurred. The Company capitalizes costs incurred to develop internal-use software during the application development stage. Capitalization of software development costs occurs after the preliminary project stage is complete, management authorizes the project, and it is probable that the project will be completed and the software will be used for the function intended. Amortization of capital lease assets is included in depreciation expense and is included in accumulated depreciation as reflected in the table below. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets, which is generally two to ten years for building improvements (or the lease term, if shorter), three to fifteen years for equipment and three to five years for capitalized internal-use software. The net capitalized internal use software as of December 31, 2013 and 2014 was $78.8 million and $85.6 million, respectively. Depreciation expense was $50.8 million, $61.4 million and $68.3 million for the years ended December 31, 2012, 2013 and 2014, respectively. Included in depreciation expense for the years ended December 31, 2012, 2013 and 2014 was $28.8 million, $34.8 million and $40.9 million, respectively, related to capitalized internal use software. |
Property and equipment, net, consisted of the following at December 31, 2013 and 2014 (in thousands): |
|
| | 2013 | | 2014 | | | | | | | |
Building improvements | | $ | 12,074 | | $ | 13,416 | | | | | | | |
Equipment | | | 180,540 | | | 185,391 | | | | | | | |
Capital leases—property | | | 26,945 | | | 26,945 | | | | | | | |
Capital leases—equipment | | | 2,794 | | | 7,883 | | | | | | | |
Capitalized internal-use software | | | 304,146 | | | 351,978 | | | | | | | |
| | | | | | | | | | | | | |
| | | 526,499 | | | 585,613 | | | | | | | |
Accumulated depreciation | | | (354,166 | ) | | (413,697 | ) | | | | | | |
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Property and equipment, net | | $ | 172,333 | | $ | 171,916 | | | | | | | |
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Goodwill | Goodwill |
The Company is required to test its goodwill for impairment on at least an annual basis. The Company has selected October 1 as the date of its annual impairment test. The goodwill impairment test is a two-step process that requires management to make judgments in determining what assumptions to use in the calculation. The first step of the process consists of estimating the fair value of each reporting unit with goodwill based on various valuation techniques, with the primary technique being a discounted cash flow analysis, which requires the input of various assumptions with respect to revenues, operating margins, growth rates and discount rates. The estimated fair value for each reporting unit is compared to the carrying value of the reporting unit, which includes goodwill. If the estimated fair value is less than the carrying value, a second step is performed to compute the amount of the impairment by determining an "implied fair value" of goodwill. The determination of a reporting unit's "implied fair value" of goodwill requires the Company to allocate the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit. Any unallocated fair value represents the "implied fair value" of goodwill, which is compared to its corresponding carrying value. |
Goodwill is tested for impairment at a level referred to as a reporting unit, with the Company's reporting units with goodwill as of December 31, 2014 comprised of Health Plan, Specialty Solutions, Pharmacy Management, and Magellan Complete Care. |
The fair value of the Health Plan (a component of the Commercial segment), Specialty Solutions and Magellan Complete Care (a component of the Public Sector segment) reporting units were determined using a discounted cash flow method. This method involves estimating the present value of estimated future cash flows utilizing a risk adjusted discount rate. Key assumptions for this method include cash flow projections, terminal growth rates and discount rates. |
The fair value of the Pharmacy Management reporting unit was determined using discounted cash flow, guideline company and similar transaction methods. Key assumptions for the discounted cash flow method are consistent with those described above. For the guideline company method, revenue and earnings before interest, taxes, depreciation, and amortization ("EBITDA") multiples for guideline companies were applied to the reporting unit's pro forma revenue and EDITDA for 2014, which represents actual results for the nine-month period ended September 30, 2014 and projected results for the three-month period ended December 31, 2014, and to the reporting unit's projected revenue and EBITDA for 2015. For the similar transaction method, revenue and EBITDA multiples based on merger and acquisition transactions for similar companies were applied to the reporting unit's pro forma revenue and EBITDA for 2014, which represents actual results for the nine-month period ended September 30, 2014 and projected results for the three-month period ended December 31, 2014. The weighting applied to the fair values determined using the discounted cash flow, guideline company and similar transaction methods to determine an overall fair value for the Pharmacy Management reporting unit was 75 percent, 22.5 percent and 2.5 percent, respectively. The weighting of each of the methods described above was based on the relevance of the approach. A change in the weighting would not change the outcome of the first step of the impairment test. |
As a result of the first step of the 2014 annual goodwill impairment analysis, the fair value of each reporting unit with goodwill exceeded its carrying value with a range of approximately 40 percent to 65 percent. Therefore, the second step was not necessary. |
Goodwill for each of the Company's reporting units with goodwill at December 31, 2013 and 2014 were as follows (in thousands): |
|
| | 2013 | | 2014 | | | | | | | |
Health Plan | | $ | 120,485 | | $ | 129,042 | | | | | | | |
Specialty Solutions | | | 104,549 | | | 104,549 | | | | | | | |
Pharmacy Management | | | 242,290 | | | 311,636 | | | | | | | |
Magellan Complete Care | | | 20,882 | | | 20,879 | | | | | | | |
| | | | | | | | | | | | | |
Total | | $ | 488,206 | | $ | 566,106 | | | | | | | |
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The changes in the carrying amount of goodwill for the years ended December 31, 2013 and 2014 are reflected in the table below (in thousands): |
|
| | 2013 | | 2014 | | | | | | | |
Balance as of beginning of period | | $ | 426,939 | | $ | 488,206 | | | | | | | |
Acquisition of Partners Rx(1) | | | 40,385 | | | 254 | | | | | | | |
Acquisition of AlphaCare Holdings(1) | | | 20,882 | | | (3 | ) | | | | | | |
Acquisition of CDMI | | | — | | | 69,092 | | | | | | | |
Acquisition of Cobalt | | | — | | | 8,557 | | | | | | | |
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Balance as of end of period | | $ | 488,206 | | $ | 566,106 | | | | | | | |
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Intangible Assets | Intangible Assets |
The following is a summary of intangible assets at December 31, 2013 and 2014, and the estimated useful lives for such assets (in thousands): |
|
| | December 31, 2013 | | |
Asset | | Estimated | | Gross | | Accumulated | | Net | | |
Useful Life | Carrying | Amortization | Carrying | |
| Amount | | Amount | |
Customer agreements and lists | | 2.5 to 18 years | | $ | 163,990 | | $ | (100,482 | ) | $ | 63,508 | | |
Provider networks and other | | 1 to 16 years | | | 11,593 | | | (5,407 | ) | | 6,186 | | |
| | | | | | | | | | | | | |
| | | | $ | 175,583 | | $ | (105,889 | ) | $ | 69,694 | | |
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|
| | December 31, 2014 | | |
Asset | | Estimated | | Gross | | Accumulated | | Net | | |
Useful Life | Carrying | Amortization | Carrying | |
| Amount | | Amount | |
Customer agreements and lists | | 2.5 to 18 years | | $ | 249,390 | | $ | (121,788 | ) | $ | 127,602 | | |
Provider networks and other | | 1 to 16 years | | | 13,013 | | | (6,897 | ) | | 6,116 | | |
| | | | | | | | | | | | | |
| | | | $ | 262,403 | | $ | (128,685 | ) | $ | 133,718 | | |
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Amortization expense was $9.7 million, $10.6 million and $22.8 million for the years ended December 31, 2012, 2013 and 2014, respectively. The Company estimates amortization expense will be $25.1 million, $20.8 million, $16.7 million, $15.3 million and $15.2 million for the years ending December 31, 2015, 2016, 2017, 2018, and 2019, respectively. |
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Cost of Care, Medical Claims Payable and Other Medical Liabilities | Cost of Care, Medical Claims Payable and Other Medical Liabilities |
Cost of care is recognized in the period in which members receive managed healthcare services. In addition to actual benefits paid, cost of care in a period also includes the impact of accruals for estimates of medical claims payable. Medical claims payable represents the liability for healthcare claims reported but not yet paid and claims incurred but not yet reported ("IBNR") related to the Company's managed healthcare businesses. Such liabilities are determined by employing actuarial methods that are commonly used by health insurance actuaries and that meet actuarial standards of practice. |
The IBNR portion of medical claims payable is estimated based on past claims payment experience for member groups, enrollment data, utilization statistics, authorized healthcare services and other factors. This data is incorporated into contract-specific actuarial reserve models and is further analyzed to create "completion factors" that represent the average percentage of total incurred claims that have been paid through a given date after being incurred. Factors that affect estimated completion factors include benefit changes, enrollment changes, shifts in product mix, seasonality influences, provider reimbursement changes, changes in claims inventory levels, the speed of claims processing and changes in paid claim levels. Completion factors are applied to claims paid through the financial statement date to estimate the ultimate claim expense incurred for the current period. Actuarial estimates of claim liabilities are then determined by subtracting the actual paid claims from the estimate of the ultimate incurred claims. For the most recent incurred months (generally the most recent two months), the percentage of claims paid for claims incurred in those months is generally low. This makes the completion factor methodology less reliable for such months. Therefore, incurred claims for any month with a completion factor that is less than 70 percent are generally not projected from historical completion and payment patterns; rather they are projected by estimating claims expense based on recent monthly estimated cost incurred per member per month times membership, taking into account seasonality influences, benefit changes and healthcare trend levels, collectively considered to be "trend factors." |
Medical claims payable balances are continually monitored and reviewed. If it is determined that the Company's assumptions in estimating such liabilities are significantly different than actual results, the Company's results of operations and financial position could be impacted in future periods. Adjustments of prior period estimates may result in additional cost of care or a reduction of cost of care in the period an adjustment is made. Further, due to the considerable variability of healthcare costs, adjustments to claim liabilities occur each period and are sometimes significant as compared to the net income recorded in that period. Prior period development is recognized immediately upon the actuary's judgment that a portion of the prior period liability is no longer needed or that additional liability should have been accrued. The following table presents the components of the change in medical claims payable for the years ended December 31, 2012, 2013 and 2014 (in thousands): |
|
| | 2012 | | 2013 | | 2014 | | | | |
Claims payable and IBNR, beginning of period | | $ | 157,099 | | $ | 222,929 | | $ | 242,229 | | | | |
Cost of care: | | | | | | | | | | | | | |
Current year | | | 2,076,190 | | | 2,264,276 | | | 2,097,395 | | | | |
Prior years(3) | | | (4,300 | ) | | (31,300 | ) | | (8,800 | ) | | | |
| | | | | | | | | | | | | |
Total cost of care | | | 2,071,890 | | | 2,232,976 | | | 2,088,595 | | | | |
| | | | | | | | | | | | | |
Claim payments and transfers to other medical liabilities(1): | | | | | | | | | | | | | |
Current year | | | 1,877,459 | | | 2,053,274 | | | 1,845,325 | | | | |
Prior years | | | 128,601 | | | 160,402 | | | 206,696 | | | | |
| | | | | | | | | | | | | |
Total claim payments and transfers to other medical liabilities | | | 2,006,060 | | | 2,213,676 | | | 2,052,021 | | | | |
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Claims payable and IBNR, end of period | | | 222,929 | | | 242,229 | | | 278,803 | | | | |
Withhold receivables, end of period(2) | | | (24,500 | ) | | (13,888 | ) | | (321 | ) | | | |
| | | | | | | | | | | | | |
Medical claims payable, end of period | | $ | 198,429 | | $ | 228,341 | | $ | 278,482 | | | | |
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-1 | For any given period, a portion of unpaid medical claims payable could be covered by reinvestment liability (discussed below) and may not impact the Company's results of operations for such periods. | | | | | | | | | | | | |
-2 | Medical claims payable is offset by customer withholds from capitation payments in situations in which the customer has the contractual requirement to pay providers for care incurred. | | | | | | | | | | | | |
-3 | Favorable development in 2012, 2013, and 2014 was $4.3 million, $31.3 million, and $8.8 million, respectively. | | | | | | | | | | | | |
Favorable prior year care development for 2012 was related to a favorable contract settlement of covered services, as well as lower medical trends and faster claims completion than originally assumed. |
Development for 2013 was impacted by several factors, including approximately $15.1 million of adjustments resulting from an annual reconciliation process with certain providers, $8.3 million of adjustments related to new contracts in 2012 for which we did not have historical claim payment patterns, and $7.9 million related to faster claims completion rates and lower medical cost trends than originally estimated. The annual reconciliation process for one of our Public Sector contracts, which contract terminated March 31, 2014, identified block payments to providers which exceeded the cost of care incurred by such providers; these particular provider contracts required the providers to return such excess block payments to the Company. |
Favorable prior year care development for 2014 was related to lower medical trends and faster claims completion than originally assumed in all business segments. |
Actuarial standards of practice require that claim liabilities be adequate under moderately adverse circumstances. Adverse circumstances are situations in which the actual claims experience could be higher than the otherwise estimated value of such claims. In many situations, the claims paid amount experienced will be less than the estimate that satisfies the actuarial standards of practice. Any prior period favorable cost of care development related to a lack of moderately adverse conditions is excluded from "Cost of Care—Prior Years" adjustments, as a similar provision for moderately adverse conditions is established for current year cost of care liabilities and therefore does not generally impact net income. |
Due to the existence of risk sharing and reinvestment provisions in certain customer contracts, principally in the Public Sector segment, a change in the estimate for medical claims payable does not necessarily result in an equivalent impact on cost of care. |
The Company believes that the amount of medical claims payable is adequate to cover its ultimate liability for unpaid claims as of December 31, 2014; however, actual claims payments may differ from established estimates. |
Other medical liabilities consist primarily of "reinvestment" payables under certain managed healthcare contracts with Medicaid customers and "profit share" payables under certain risk-based contracts. Under a contract with reinvestment features, if the cost of care is less than certain minimum amounts specified in the contract (usually as a percentage of revenue), the Company is required to "reinvest" such difference in behavioral healthcare programs when and as specified by the customer or to pay the difference to the customer for their use in funding such programs. Under a contract with profit share provisions, if the cost of care is below certain specified levels, the Company will "share" the cost savings with the customer at the percentages set forth in the contract. In addition, certain contracts include provisions to provide the Company additional funding if the cost of care is above the specified levels. |
Other medical liabilities also include amount payable to pharmacies for claims that have been adjudicated by the Company but not yet paid. |
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Advertising costs | Advertising Costs |
Advertising costs consist primarily of printed media services, event sponsorships, and promotional items, which are expensed as incurred. Advertising expense was approximately $2.0 million, $2.3 million, and $2.7 million for the fiscal years ended December 31, 2012, 2013, and 2014, respectively. |
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Accrued Liabilities | Accrued Liabilities |
As of December 31, 2013 the only individual current liability that exceeded five percent of total current liabilities related to accrued employee compensation liabilities of $40.2 million. As of December 31, 2014, the only individual current liabilities that exceeded five percent of total current liabilities related to accrued employee compensation liabilities of $47.0 million and deferred revenue of $29.8 million. |
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Net Income per Common Share | Net Income per Common Share attributable to Magellan Health, Inc. |
Net income per common share attributable to Magellan Health, Inc. is computed based on the weighted average number of shares of common stock and common stock equivalents outstanding during the period (see Note 6—"Stockholders' Equity"). |
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Redeemable Non-controlling Interest | Redeemable Non-Controlling Interest |
As of December 31, 2014, the Company held a 75% equity interest in AlphaCare Holdings. The other shareholders of AlphaCare Holdings have the right to exercise put options, requiring the Company to purchase up to 50% of the remaining shares prior to January 1, 2017 provided certain membership levels are attained. After December 31, 2016 the other shareholders of AlphaCare Holdings have the right to exercise put options requiring the Company to purchase all or any portion of the remaining shares. In addition, after December 31, 2016 the Company has the right to purchase all remaining shares. Non-controlling interests with redemption features, such as put options, that are not solely within the Company's control are considered redeemable non-controlling interest. Redeemable non-controlling interest is considered to be temporary and is therefore reported in a mezzanine level between liabilities and stockholders' equity on the Company's consolidated balance sheet at the greater of the initial carrying amount adjusted for the non-controlling interest's share of net income or loss or its redemption value. As of December 31, 2013, the Company recorded $10.6 million of redeemable non-controlling interest in relation to the acquisition. The carrying value of the non-controlling interest as of December 31, 2014 was $6.0 million. The $4.6 million reduction in carrying value for the year ended December 31, 2014 is a result of operating losses, partially offset by the impact of additional capital provided by the Company. The Company recognizes changes in the redemption value on a quarterly basis and adjusts the carrying amount of the non-controlling interest to equal the redemption value at the end of each reporting period. Under this method, this is viewed at the end of the reporting period as if it were also the redemption date for the non-controlling interest. The Company will reflect redemption value adjustments in the earnings per share calculation if redemption value is in excess of the carrying value of the non-controlling interest. As of December 31, 2014, the carrying value of the non-controlling interest exceeded the redemption value and therefore no adjustment to the carrying value was required. |
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Stock Compensation | Stock Compensation |
At December 31, 2013 and 2014, the Company had equity-based employee incentive plans, which are described more fully in Note 6—"Stockholders' Equity". In addition, the Company issued restricted stock awards associated with the Partners Rx and CDMI acquisitions, which are also described more fully in Note 6—"Stockholders' Equity". The Company uses the Black-Scholes-Merton formula to estimate the fair value of substantially all stock options granted to employees, and recorded stock compensation expense of $17.8 million, $21.3 million and $40.6 million for the years ended December 31, 2012, 2013 and 2014, respectively. As stock compensation expense recognized in the consolidated statements of income for the years ended December 31, 2012, 2013 and 2014 is based on awards ultimately expected to vest, it has been reduced for annual estimated forfeitures of four percent. If the actual number of forfeitures differs from those estimated, additional adjustments to compensation expense may be required in future periods. If vesting of an award is conditioned upon the achievement of performance goals, compensation expense during the performance period is estimated using the most probable outcome of the performance goals, and adjusted as the expected outcome changes. The Company recognizes compensation costs for awards that do not contain performance conditions on a straight-line basis over the requisite service period, which is generally the vesting term of three years. For restricted stock units that include performance conditions, stock compensation is recognized using an accelerated method over the vesting period. |
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