Molina Medicaid Solutions - DHHR

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e10vkMOLINA HEALTHCARE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Except for restricted investments and certain student loan portfolios (the “auction rate securities”), our debt securities are designated as available-for-sale and are carriedat fair value. The cost of securities sold is determined using the specific-identification method, on an amortized cost basis. Fair values of securities are generally based onquoted prices in active markets.Our investment policy requires that all of our investments have final maturities of ten years or less (excluding auction rate and variable rate securities where interest ratesmay be periodically reset), and that the average maturity be four years or less. Investments and restricted investments are subject to interest rate risk and will decrease in value ifmarket rates increase. Declines in interest rates over time will reduce our investment income.In general, our available-for-sale securities are classified as current assets without regard to the securities’ contractual maturity dates because they may be readilyliquidated. During 2008, our auction rate securities were classified as non-current assets. During the fourth quarter of 2008, certain auction rate securities were designated astrading securities. For comprehensive discussions of the fair value and classification of our current and non-current investments, including auction rate securities, see Note 5,“Fair Value Measurements,” and Note 6, “Investments.”ReceivablesReceivables consist primarily of amounts due from the various states in which we operate. All receivables are subject to potential retroactive adjustment. Because theamounts of nearly all receivables are readily determinable and our creditors are primarily state governments, our allowance for doubtful accounts is immaterial. Any amountsdetermined to be uncollectible are charged to expense when such determination is made. See Note 7, “Receivables.”Property and EquipmentProperty and equipment are stated at historical cost. Replacements and major improvements are capitalized, and repairs and maintenance are charged to expense asincurred. Software developed for internal use is capitalized. Furniture and equipment are depreciated using the straight-line method over estimated useful lives ranging fromthree to seven years. Software is amortized over its estimated useful life of three years. Leasehold improvements are amortized over the term of the lease or five to 10 years,whichever is shorter. Buildings are depreciated over their estimated useful lives of 31.5 years. See Note 8, “Property and Equipment.”Goodwill and Intangible AssetsGoodwill represents the excess of the purchase price over the fair value of net assets acquired. Identifiable intangible assets (consisting principally of purchased contractrights and provider contracts) are amortized on a straight-line basis over the expected period to be benefited (between one and 15 years). See Note 9, “Goodwill and IntangibleAssets.”Goodwill and indefinite lived assets are not amortized, but are subject to impairment tests on an annual basis or more frequently if indicators of impairment exist. Weused a discounted cash flow methodology to assess the fair values of our reporting units at December 31, 2009 and 2008. If the carrying values of our reporting units exceed thefair values, we perform a hypothetical purchase price allocation. Impairment is measured by comparing the goodwill derived from the hypothetical purchase price allocation tothe carrying value of the goodwill and indefinite lived asset balance. Based on the results of our impairment testing, no adjustments were required for the years endedDecember 31, 2009, 2008, and 2007.Long-Lived Asset ImpairmentSituations may arise where the carrying value of a long-lived asset may exceed the undiscounted expected cash flows associated with that asset. In such circumstances,the asset is deemed to be impaired. We review material long-lived assets for impairment on an annual basis, as well as when events or changes in business conditions suggestpotential impairment. Impaired assets are written down to fair value. In the second quarter of 2007, we recorded an impairment charge totaling $782,000 related to commercialsoftware no longer used in operations.74Table of ContentsMOLINA HEALTHCARE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Other than this 2007 charge, we have determined that no long-lived assets were impaired in the years ended December 31, 2009, 2008, and 2007.Restricted InvestmentsRestricted investments, which consist of certificates of deposit and treasury securities, are designated as held-to-maturity and are carried at amortized cost, whichapproximates market value. The use of these funds is limited to specific purposes as required by each state, or as protection against the insolvency of capitated providers. Wehave the ability to hold our restricted investments until maturity and, as a result, we would not expect the value of these investments to decline significantly due to a suddenchange in market interest rates. See Note 10, “Restricted Investments.”Receivable/Liability for Ceded Life and Annuity ContractsWe report a 100% ceded reinsurance arrangement for life insurance policies written and held by our wholly owned insurance subsidiary, Molina Healthcare InsuranceCompany, by recording a non-current receivable from the reinsurer with a corresponding non-current liability for ceded life and annuity contracts.Other AssetsSignificant items included in other assets include deferred financing costs associated with our convertible senior notes and with our credit facility, certain investmentsheld in connection with our employee deferred compensation program, and an investment in a vision services provider (see Note 17, “Related Party Transactions”). Thedeferred financing costs are being amortized on a straight-line basis over the seven year term of the convertible senior notes and the five year term of the credit facility. As ofDecember 31, 2009, other assets decreased compared with December 31, 2008 primarily due to the reclassification, to goodwill and intangible assets, of the $9.0 million initialpurchase deposit of the Florida NetPASS acquisition (see Note 4, “Business Purchase Transactions”). Additionally, as of December 31, 2009, the fair value of the non-currentasset relating to a rights agreement decreased $3.1 million (see Note 5, “Fair Value Measurements”) compared with the balance as of December 31, 2008.Income TaxesDeferred tax assets and liabilities are recorded based on temporary differences between the financial statement basis and the tax basis of assets and liabilities usingpresently enacted tax rates. We record accruals for uncertain tax positions by applying a two-step process. First, we determine whether it is more likely than not that a taxposition will be sustained upon examination. In the second step, a tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount ofbenefit to recognize in the financial statements. For further discussion and disclosure, see Note 13, “Income Taxes.”Concentrations of Credit RiskFinancial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, investments, receivables, and restrictedinvestments. We invest a substantial portion of our cash in the PFM Fund Prime Series — Institutional Class, and the PFM Fund Government Series. These funds represent aportfolio of highly liquid money market securities that are managed by PFM Asset Management LLC (PFM), a Virginia business trust registered as an open-end managementinvestment fund. As of December 31, 2009, and 2008, our investments with PFM totaled $296.0 million and $253.8 million, respectively. Our investments and a portion of ourcash equivalents are managed by professional portfolio managers operating under documented investment guidelines. No investment that is in a loss position can be sold by ourmanagers without our prior approval. Our investments consist solely of investment grade debt securities with a maximum maturity of ten years and an average duration of fouryears. Restricted investments are invested principally in certificates of deposit and treasury securities. Concentration of credit risk with respect to accounts receivable is limiteddue to payors consisting principally of the governments of each state in which our health plan subsidiaries operate.75Table of ContentsMOLINA HEALTHCARE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Risks and UncertaintiesOur profitability depends in large part on our ability to accurately predict and effectively manage medical care costs. We continually review our medical costs in light ofour underlying claims experience and revised actuarial data. However, several factors could adversely affect medical care costs. These factors, which include changes in healthcare practices, inflation, new technologies, major epidemics, natural disasters, and malpractice litigation, are beyond our control and may have an adverse effect on our ability toaccurately predict and effectively control medical care costs. Costs in excess of those anticipated could have a material adverse effect on our financial condition, results ofoperations, or cash flows.http://sec.gov/Archives/edgar/data/1179929/000095012310025132/a55407e10vk.htm[1/6/2012 11:12:35 AM]
e10vkAt December 31, 2009, we operated in nine states (not including Nevada, where we no longer served members effective January 1, 2010), in some instances as a directcontractor with the state, and in others as a subcontractor to another health plan holding a direct contract with the state. We are therefore dependent upon a small number ofcontracts to support our revenue. The loss of any one of those contracts could have a material adverse effect on our financial position, results of operations, or cash flows. Ourability to arrange for the provision of medical services to our members is dependent upon our ability to develop and maintain adequate provider networks. Our inability todevelop or maintain such networks might, in certain circumstances, have a material adverse effect on our financial position, results of operations, or cash flows.Segment InformationWe present segment information externally in the same manner used by management to make operating decisions and assess performance. Each of our subsidiariesarranges for the provision of health care services to Medicaid, CHIP and Medicare members in return for compensation from state and Federal agencies. They share similarcharacteristics in the membership they serve, the nature of services provided and the method by which medical care is rendered. The subsidiaries are also subject to similarregulatory environments and long-term economic prospects. As such, we have one reportable segment.Recent Accounting PronouncementsIn 2009, the FASB issued the FASB Accounting Standards Codification (the “Codification”) for financial statements issued for interim and annual periods ending afterSeptember 15, 2009. The Codification became the single authoritative source for GAAP. Accordingly, previous references to GAAP accounting standards are no longer used inour disclosures, including these Notes to the Consolidated Financial Statements. The Codification does not impact our consolidated financial position, results of operations orcash flows.In October 2009, the Financial Accounting Standards Board (“FASB”) issued new revenue recognition standards for arrangements with multiple deliverables, wherecertain of those deliverables are non-software related. The new standards permit entities to initially use management’s best estimate of selling price to value individualdeliverables when those deliverables do not have vendor specific objective evidence, or VSOE, of fair value or when third-party evidence is not available. Additionally, thesenew standards modify the manner in which the transaction consideration is allocated across the separately identified deliverables by no longer permitting the residual method ofallocating arrangement consideration. These new standards are effective for annual periods ending after June 15, 2010, however early adoption is permitted. We are currentlyevaluating the impact of adopting these new standards on our consolidated financial position, results of operations and cash flows.In October 2009, the FASB issued an update that offers guidance on how to use a net asset value per share to estimate the fair value of investments in various types offunds including hedge funds, private equity funds, real estate funds, venture capital funds, and offshore fund vehicles. We adopted the update in the fourth quarter of 2009, andbecause we do not invest in such funds, it did not impact our consolidated financial position, results of operations or cash flows.In August 2009, the FASB issued an update that provides additional guidance clarifying the measurement of liabilities at fair value. Because we do not measure any ofour liabilities at fair value, the adoption of the new standards did not impact our consolidated financial position, results of operations or cash flows.76Table of ContentsMOLINA HEALTHCARE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)In June 2009, the FASB issued an amended standard for determining whether to consolidate a variable interest entity. This new standard amends the evaluation criteria toidentify the primary beneficiary of a variable interest entity and requires ongoing reassessment of whether an enterprise is the primary beneficiary of the variable interest entity.We adopted the standards in the fourth quarter of 2009, and the standard did not impact our consolidated financial position, results of operations or cash flows.In May 2009, the FASB issued a new standard for subsequent events, which establishes general standards of accounting for and disclosure of events that occur after thebalance sheet date but before financial statements are issued or are available to be issued. We adopted the new standard during the second quarter of 2009 and, because thepronouncement only requires additional disclosure, the adoption did not impact our consolidated financial position, results of operations or cash flows. The required disclosure isincluded in Note 1, “Basis of Presentation.”In April 2009, the FASB issued a new standard for the recognition and measurement of other-than-temporary impairments for debt securities which replaced the preexisting“intent and ability” indicator. This new standard specifies that if the fair value of a debt security is less than its amortized cost basis, an other-than-temporaryimpairment is triggered in circumstances where (1) an entity has an intent to sell the security, (2) it is more likely than not that the entity will be required to sell the securitybefore recovery of its amortized cost basis, or (3) the entity does not expect to recover the entire amortized cost basis of the security (that is, a credit loss exists).Other-than-temporary impairments are separated into amounts representing credit losses which are recognized in earnings and amounts related to all other factors which arerecognized in other comprehensive income (loss). We adopted this standard in the second quarter of 2009 and it did not have a material effect on our consolidated financialposition, results of operations or cash flows.In April 2009, the FASB issued a new standard that provides guidance on how to determine the fair value of assets and liabilities when the volume and level of activityfor the asset or liability has significantly decreased. This new standard also provides guidance on identifying circumstances that indicate a transaction is not orderly. In addition,we are required to disclose in interim as well as annual reporting periods the inputs and valuation techniques used to measure fair value and discussion of changes in valuationtechniques. We adopted this standard in the second quarter of 2009 and it did not have a material effect on our consolidated financial position, results of operations or cashflows.Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed bymanagement to, have a material impact on our present or future consolidated financial statements.3. Earnings per ShareThe denominators for the computation of basic and diluted earnings per share were calculated as follows:Year Ended December 31,2009 2008 2007(In thousands)Shares outstanding at the beginning of the year 26,725 28,444 28,119Weighted-average number of shares repurchased (988) (871) —Weighted-average number of shares issued 106 103 156Denominator for basic earnings per share 25,843 27,676 28,275Dilutive effect of employee stock options and stock grants(1) 141 96 144Denominator for diluted earnings per share(2) 25,984 27,772 28,419(1) Options to purchase common shares are included in the calculation of diluted earnings per share when their exercise prices are below the average fair value of the commonshares for each of the periods presented. For the years ended December 31, 2009, 2008 and 2007, there were approximately 620,000, 532,000, and 136,000 anti-dilutiveweighted options, respectively. Restricted shares are included in the calculation of diluted earnings per77Table of ContentsMOLINA HEALTHCARE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)share when their grant date fair values are below the average fair value of the common shares for each of the periods presented. For the years ended December 31, 2009,2008 and 2007, there were approximately 21,000, 39,000, and 4,000 anti-dilutive weighted restricted shares, respectively.(2) Potentially dilutive shares issuable pursuant to our 2007 offering of convertible senior notes were not included in the computation of diluted net income per share becauseto do so would have been anti-dilutive for the years ended December 31, 2009, 2008 and 2007.4. Business Purchase TransactionsOn January 1, 2009, we adopted the FASB’s revised standard for accounting for business combinations. The transaction described below under “Florida health plan,”was accounted for under the new standard. The adoption of the standard did not have a material effect on our consolidated financial position, results of operations or cash flows.Florida health plan. On December 31, 2009 (the acquisition date), we acquired 100% of the voting equity interests in Florida NetPASS, LLC (“NetPASS”). Thisacquisition included the purchase of the NetPASS limited liability company and its membership interests. We initially announced our intention to purchase NetPASS in August2008. NetPASS was a provider of care management and administrative services at that time to approximately 58,000 Florida MediPass members in South and Central Florida(Florida MediPASS is the state of Florida’s Medicaid program). As a result of the acquisition, we have expanded our health plan operations to the southeastern United States.Our wholly owned subsidiary, Molina Healthcare of Florida, Inc., was awarded a Medicaid managed care contract by the state of Florida in October 2008. Subsequently,NetPASS members have been notified of our intention to acquire NetPASS and, beginning in December 2008, offered membership with our Florida health plan on acounty-by-county basis. Once transitioned, these members become full-risk members of the Florida health plan. That is, the Florida health plan receives fixed per member permonth payments from the state of Florida for the care of these members, and the Florida health plan is at risk for the cost of the members’ medical care. As of December 31,http://sec.gov/Archives/edgar/data/1179929/000095012310025132/a55407e10vk.htm[1/6/2012 11:12:35 AM]
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e10vkTable of ContentsItem 1:Overvi
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e10vkDepartment of Health Services
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e10vkservices, and reputation or na
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e10vkIf our government contracts ar
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e10vkIf our cost increases resultin
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e10vkour board of directors. Becaus
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e10vkFirst Quarter $ 44.94 $ 23.46S
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e10vkTable of ContentsCertain compo
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e10vkNevada 8,037 1,106.45 9,099 1,
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e10vkInvestment IncomeInvestment in
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e10vkand 2007, respectively. EBITDA
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e10vk$2.8 million, or $0.10 per dil
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e10vkREPORT OF INDEPENDENT REGISTER
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e10vk65Table of ContentsMOLINA HEAL
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e10vkDelegated Provider InsolvencyC
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e10vk2007 (see Note 11, “Long-Ter
Page 368 and 369: e10vk$ 252,380 $ 248,039Gross reali
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Page 372 and 373: e10vk$10.9 million, and $7.9 millio
Page 374 and 375: e10vkIn July 2008, our board of dir
Page 376 and 377: e10vkThe Registrant has an equity i
Page 378 and 379: e10vkSIGNATURESPursuant to the requ
Page 380 and 381: exv12w1EX-12.1 2 a51362exv12w1.htm
Page 388 and 389: e10vkEX-31.1EX-31.2EX-32.1EX-32.2Ta
Page 390 and 391: e10vkLeverage operational efficienc
Page 392 and 393: e10vkhealth plans. Among such facto
Page 394 and 395: e10vkMissouri and Ohio health plans
Page 396 and 397: e10vkWe are subject to various rout
Page 398 and 399: e10vkIt may be difficult for a thir
Page 400 and 401: e10vkItem 5:PART IIMarket for Regis
Page 402 and 403: e10vkstates to exclude certain bene
Page 404 and 405: e10vkMedical care ratio 86.8% 84.8%
Page 406 and 407: e10vkTable of ContentsMedical care
Page 408 and 409: e10vkare required to pay a fee for
Page 410 and 411: e10vkknown. While we believe our cu
Page 412 and 413: e10vkTable of ContentsMOLINA HEALTH
Page 414 and 415: e10vkYear Ended December 31,2009 20
Page 416 and 417: e10vkCalifornia $ 481,717 $ 417,027
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Page 426 and 427: e10vkDuring 2009, 2008, and 2007, t
Page 428 and 429: e10vk$29.17 - $30.05 9,350 5.9 $ 29
Page 430 and 431: e10vk(1) The Registrant’s condens
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Page 434 and 435: e10vkSignature Title Date/s/ Joseph
Page 436 and 437: exv10w22Commitments exceed the sum
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Page 446 and 447: exv10w24Molina ECMS ref# 729 Provid
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Page 460 and 461: exv10w24Page 23 of 40ATTACHMENT CPr
Page 462 and 463: exv10w24• This reimbursement meth
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exv10w241. Right to Audit. Provider
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exv10w24Treasurer G. William Hammer
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exv10w25unless the situation is one
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exv10w25Plan in identifying, proces
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exv10w25Page 9that the offset and r
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exv10w25under this Agreement.h. Hea
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exv10w25Page 16Date 6/1/06ATTACHMEN
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exv10w25that Provider is de-delegat
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exv10w25the subscriber or Member by
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exv10w25discretion, that Provider h
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exv10w252.5 Annual Disclosure of Ca
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exv10w25Initials of authorizedrepre
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exv10w25the report is true and corr
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exv21w1EX-21.1 6 a55407exv21w1.htm
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e10vk10-K 1 a58840e10vk.htm FORM 10
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e10vkOur StrengthsWe focus on servi
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e10vkevent.CompetitionWe operate in
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e10vkat the funding for these healt
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e10vk18Table of ContentsAlso, many
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e10vkTable of Contentsalleged non-c
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e10vk(fair value of $20.4 million).
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e10vkTable of ContentsSTOCK PERFORM
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e10vkAs of December 31, 2010, our h
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e10vkYear Ended December 31,2010 20
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e10vkAcquisitionsWisconsin Health P
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e10vkspecific performance measures
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e10vkoverestimations were tied to o
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e10vkIntangible assets, net 105,500
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e10vkOur Health Plans segment compr
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e10vkSituations may arise where the
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e10vkinvestment fund. As of Decembe
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e10vk87Table of ContentsMOLINA HEAL
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e10vk7. ReceivablesHealth Plans seg
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e10vkTable of ContentsMOLINA HEALTH
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e10vkindebtedness under the Credit
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e10vkstatutory capital and surplus
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e10vkCash paid in business purchase
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e10vkItem 12.Security Ownership of
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exv10w27EX-10.27 2 a58840exv10w27.h
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exv10w27(f) all transferable or ass
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exv10w27and other charges have been
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exv10w27under or affecting the Prop
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exv10w27BY A GENERAL RELEASE, WHICH
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exv10w27(f) Seller’s share of the
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exv10w2710.6 Items Not to be Prorat
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exv10w27- 21 -(i) Delinquency Repor
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exv10w27executed, and delivered by
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exv10w27MATERIALS THAT PERTAIN TO T
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exv10w27Attn: General CounselTeleph
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exv10w2718.16 Authority. The indivi
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