Molina Medicaid Solutions - DHHR

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e10vkMolina Medicaid SolutionsOn May 1, 2010, we acquired a health information management business that was previously an operating unit of Unisys Corporation. This business now operates underthe name Molina Medicaid SolutionsSM, or Molina Medicaid Solutions. Molina Medicaid Solutions provides design, development, implementation, and business processoutsourcing solutions to state governments for their Medicaid Management Information Systems (MMIS). MMIS is a core tool used to support the administration of stateMedicaid and other health care entitlement programs. Molina Medicaid Solutions currently holds MMIS contracts with the states of Idaho, Louisiana, Maine, New Jersey, andWest Virginia, as well as a contract to provide drug rebate administration services for the Florida Medicaid program. As a result of this acquisition, we are diversifying our corehealth plan business, and we believe that the use of a common claims processing platform across our health plans and our new MMIS business will enable us to achievesynergies in the operations of both.We paid $131.3 million to acquire Molina Medicaid Solutions. The acquisition was funded with available cash of $26 million and $105 million drawn under our creditfacility. In connection with the closing, both the fourth amendment and the fifth amendment to our credit facility became effective (see Note 12, “Long-Term Debt”). Weincurred approximately $2.5 million in acquisition costs relating to this acquisition in 2010, recorded to general and administrative expenses. Additionally, effective on theacquisition date, we entered into a transition services85Table of ContentsMOLINA HEALTHCARE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)agreement with Unisys Corporation. Under this agreement, Unisys is providing Molina Medicaid Solutions various systems and infrastructure support services until April 30,2011. During 2010, we recorded approximately $4.7 million to cost of service revenue relating to this agreement.Recording of assets acquired and liabilities assumed: The transaction has been accounted for using the acquisition method of accounting which requires, among otherthings, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date.The following table summarizes the acquisition-date fair values of the assets acquired and liabilities assumed:(In thousands)AssetsAccounts receivable $ 17,128Other current assets 3,901Equipment and other long-term assets 783Identifiable intangible assets 48,150Goodwill 72,367142,329Less: liabilitiesAccounts payable and accrued liabilities 11,079Net assets acquired $ 131,250A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. Resultsthat differ from the estimates and judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives,can materially impact our results of operations.Accounts receivable: Accounts receivable are stated at fair value, based on the gross contractual amounts receivable. We have collected substantially all of the accountsreceivable as of the acquisition date.Identifiable intangible assets: The following table is a summary of the fair value estimates of the identifiable intangible assets and their weighted-average useful lives:Estimated Fair Weighted AverageValue Useful Life(In thousands) (Years)Customer relationships $ 24,550 5.3Contract backlog 23,600 2.4$ 48,150Accumulated amortization totaled approximately $11.7 million as of December 31, 2010, which reflects total amortization recorded since the acquisition date. Foridentifiable intangible assets recorded as of December 31, 2010, we expect to record amortization in future years as follows — 2011: $13.2 million, 2012: $7.6 million, 2013:$7.6 million, 2014: $5.6 million, and 2015: $0.8 million.Goodwill: Goodwill in the amount of $72.4 million was recognized for this acquisition, all of which is expected to be deductible for tax purposes. The total goodwillamount was calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from86Table of ContentsMOLINA HEALTHCARE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)other assets acquired that could not be individually identified and separately recognized. The goodwill recorded as part of the acquisition of Molina Medicaid Solutions includes:• Expected synergies and other benefits that we believe will result from combining the operations of Molina Medicaid Solutions with the operations of Molina;• Any intangible assets that do not qualify for separate recognition such as the assembled workforce; and• The value of the going-concern element of Molina Medicaid Solutions’ existing businesses (the higher rate of return on the assembled collection of net assets versusacquiring all of the net assets separately).Accounts payable and accrued liabilities: Accounts payable and accrued liabilities include $1.3 million payable to the seller of Molina Medicaid Solutions, whichrepresented a working capital adjustment provided in the purchase agreement. This working capital adjustment was paid to the seller in August 2010. The working capitaladjustment provided that the net working capital, or current assets minus current liabilities, on Molina Medicaid Solutions’ opening balance sheet would equal $10 million. Tothe extent the final net working capital conveyed by the seller exceeded $10 million, the amount would be payable back to the seller; conversely, to the extent that net workingcapital conveyed by the seller was less than $10 million, the shortage would be a receivable from the seller. Thus, the $1.3 million amount described above represented theamount payable to the seller for net working capital in excess of $10 million on the opening balance sheet.Pro-forma impact of the acquisition: The unaudited pro-forma results presented below include the effects of the acquisition as if it had been consummated as ofJanuary 1, 2010, 2009 and 2008. The pro-forma results include the amortization associated with the acquired intangible assets and interest expense associated with debt used tofund the acquisition. To better reflect the combined operating results, material non-recurring charges directly attributable to the transaction have been excluded. In addition, thepro-forma results do not include any anticipated synergies or other expected benefits of the acquisition. Accordingly, the unaudited pro forma financial information below is notnecessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated as of January 1, 2010, January 1,2009, or January 1, 2008.Year Ended December 31,2010 2009 2008Revenue $4,124,058 $3,767,888 $3,202,581Net income $ 57,800 $ 26,192 $ 54,228Diluted earnings per share $ 2.08 $ 1.01 $ 1.95Florida Health PlanOn December 31, 2009, we acquired 100% of the voting equity interests in Florida NetPASS, LLC, or NetPASS. The final purchase price for this acquisition totaled$29.6 million. As of the final membership reconciliation in the second quarter of 2010, we transitioned approximately 49,600 members from NetPASS to our Florida healthplan, and have recorded $18.0 million in goodwill, and $11.6 million in intangible assets relating to these members.On April 15, 2010, the former owners of NetPASS filed suit in federal court stating that we had not paid $12 million of the purchase price that was owed and based on aformula in the purchase agreement. Because the purchase agreement contained an arbitration clause, the Florida health plan filed a demand for arbitration seeking a declarationthat the full purchase price had been paid and the purchase agreement had been fulfilled. The former owners of NetPASS filed a counter-demand for an additional $10 millionand seeking a declaration regarding the anti-competition clause in the purchase agreement. The parties have exchanged documents and will start to take depositions. Arbitrationis scheduled to commence June 10, 2011. We continue to believe that their claims do not have any merit and that we will prevail in this action.http://sec.gov/Archives/edgar/data/1179929/000095012311023069/a58840e10vk.htm[1/6/2012 11:08:51 AM]
e10vk87Table of ContentsMOLINA HEALTHCARE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)5. Fair Value MeasurementsOur consolidated balance sheets include the following financial instruments: cash and cash equivalents, investments, receivables, trade accounts payable, medical claimsand benefits payable, long-term debt and other liabilities. We consider the carrying amounts of cash and cash equivalents, receivables, other current assets and current liabilitiesto approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization or payment. For acomprehensive discussion of fair value measurements with regard to our current and non-current investments, see below.As described in Note 12, “Long-Term Debt,” the carrying amount of the convertible senior notes was $164.0 million, and $158.9 million as of December 31, 2010, and2009, respectively. Based on quoted market prices, the fair value of our convertible senior notes issued in October 2007 was approximately $188.4 million, and $160.8 millionas of December 31, 2010, and 2009, respectively.To prioritize the inputs we use in measuring fair value, we apply a three-tier fair value hierarchy. These tiers include: Level 1, defined as observable inputs such asquoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined asunobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.As of December 31, 2010, we held certain assets that are required to be measured at fair value on a recurring basis. These included investments as follows:Balance Sheet Classification DescriptionCurrent assets:InvestmentsNon-current assets:InvestmentsInvestment-grade debt securities; designated as available-for-sale; reported at fair value based on market prices that are readilyavailable (Level 1). See Note 6, “Investments,” for further information regarding fair value.Auction rate securities; designated as available-for-sale; reported at fair value based on discounted cash flow analysis or other typeof valuation model (Level 3).As of December 31, 2010, $24.6 million par value (fair value of $20.4 million) of our investments consisted of auction rate securities, all of which were collateralized bystudent loan portfolios guaranteed by the U.S. government. We continued to earn interest on substantially all of these auction rate securities as of December 31, 2010. Due toevents in the credit markets, the auction rate securities held by us experienced failed auctions beginning in the first quarter of 2008. As such, quoted prices in active marketswere not readily available during the majority of 2008, 2009, and continued to be unavailable as of December 31, 2010. To estimate the fair value of these securities, we usedpricing models that included factors such as the collateral underlying the securities, the creditworthiness of the counterparty, the timing of expected future cash flows, and theexpectation of the next time the security would have a successful auction. The estimated values of these securities were also compared, when possible, to valuation data withrespect to similar securities held by other parties. We concluded that these estimates, given the lack of market available pricing, provided a reasonable basis for determining fairvalue of the auction rate securities as of December 31, 2010. For our investments in auction rate securities, we do not intend to sell, nor is it more likely than not that we will berequired to sell, these investments before recovery of their cost.As of December 31, 2010, all of our auction rate securities were designated as available-for-sale securities. As a result of the decrease in fair value of auction ratesecurities designated as available-for-sale, we recorded pretax unrealized losses of $0.2 million to accumulated other comprehensive loss for the year ended December 31,2010. We have deemed these unrealized losses to be temporary and attribute the decline in value to liquidity issues, as a result of the failed auction market, rather than to creditissues. Any future fluctuation in fair value related to these instruments that we deem to be temporary, including any recoveries of previous write-downs, would be recorded to88Table of ContentsMOLINA HEALTHCARE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)accumulated other comprehensive loss. If we determine that any future valuation adjustment was other-than-temporary, we would record a charge to earnings as appropriate.Until July 2, 2010, we held certain auction rate securities (designated as trading securities) with an investment securities firm. In the fourth quarter of 2008, we enteredinto a rights agreement with this firm that (1) allowed us to exercise rights (the “Rights”) to sell the eligible auction rate securities at par value to this firm between June 30,2010 and July 2, 2012, and (2) gave the investment securities firm the right to purchase the auction rate securities from us any time after the agreement date as long as wereceived the par value. On June 30, 2010, and July 1, 2010, all of the eligible auction rate securities remaining at that time were settled at par value.During 2010, the aggregate auction rate securities (designated as trading securities) settled amounted to $40.9 par value (fair value $36.7 million). For the years endedDecember 31, 2010, 2009, and 2008, we recorded pretax gains (losses) of $4.2 million, $3.4 million, and ($0.4) million, respectively, on the auction rate securities underlyingthe Rights.We accounted for the Rights as a freestanding financial instrument and, until July 2, 2010, recorded the value of the Rights under the fair value option. When theremaining eligible auction rate securities were sold at par value on July 1, 2010, the value of the Rights was zero. For the years ended December 31, 2010, 2009, and 2008, werecorded pretax (losses) gains of ($3.8) million, ($3.1) million and $6.9 million, respectively, on the Rights.Our assets measured at fair value on a recurring basis at December 31, 2010, were as follows:Fair Value Measurements at Reporting Date UsingTotal Level 1 Level 2 Level 3(In thousands)Corporate debt securities $ 177,929 $ 177,929 $ — $ —Government-sponsored enterprise securities 59,713 59,713 — —Municipal securities 30,563 30,563 — —U.S. treasury notes 23,918 23,918 — —Certificates of deposit 3,252 3,252 — —Auction rate securities (available-for-sale) 20,449 — — 20,449$ 315,824 $ 295,375 $ — $ 20,449The following table presents our assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3):(Level 3)(In thousands)Balance at December 31, 2009 $ 63,494Total gains (realized or unrealized):Included in earnings:Gain on auction rate securities designated as trading securities 4,170Loss on change in fair value of Rights (3,807)Included in other comprehensive income (208)Settlements (43,200)Balance at December 31, 2010 $ 20,449The amount of total losses for the period included in other comprehensive income attributable to the change in unrealized gains relating to assets stillheld at December 31, 2010 $ (208)89Table of ContentsMOLINA HEALTHCARE, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)As described in Note 4, “Business Combinations,” we have recorded a $2.8 million liability for contingent consideration related to the acquisition of our Wisconsinhealth plan. We have estimated the fair value of this liability based on our expectations regarding the Wisconsin health plan’s statutory net worth as of January 31, 2011 as wellas the Wisconsin health plan’s minimum required statutory net worth as of that date. The liability for contingent consideration related to this acquisition was measured at fairvalue on a recurring basis using significant unobservable inputs (Level 3). The following table presents a roll forward of this liability for 2010:http://sec.gov/Archives/edgar/data/1179929/000095012311023069/a58840e10vk.htm[1/6/2012 11:08:51 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 $0.10 per dil
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e10vkREPORT OF INDEPENDENT REGISTER
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e10vk65Table of ContentsMOLINA HEAL
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e10vkDelegated Provider InsolvencyC
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e10vk2007 (see Note 11, “Long-Ter
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e10vk$ 252,380 $ 248,039Gross reali
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e10vkTable of ContentsMOLINA HEALTH
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e10vk$10.9 million, and $7.9 millio
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e10vkIn July 2008, our board of dir
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e10vkThe Registrant has an equity i
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e10vkSIGNATURESPursuant to the requ
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exv12w1EX-12.1 2 a51362exv12w1.htm
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e10vkEX-31.1EX-31.2EX-32.1EX-32.2Ta
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e10vkLeverage operational efficienc
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e10vkhealth plans. Among such facto
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e10vkMissouri and Ohio health plans
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e10vkWe are subject to various rout
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e10vkItem 5:PART IIMarket for Regis
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e10vkMedical care ratio 86.8% 84.8%
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e10vkTable of ContentsMedical care
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e10vkknown. While we believe our cu
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e10vkTable of ContentsMOLINA HEALTH
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e10vkYear Ended December 31,2009 20
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e10vkCalifornia $ 481,717 $ 417,027
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e10vkMOLINA HEALTHCARE, INC.NOTES T
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e10vk2008, we had transitioned fewe
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e10vknot intend to sell, nor is it
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e10vk87Table of ContentsMOLINA HEAL
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e10vkDuring 2009, 2008, and 2007, t
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e10vk$29.17 - $30.05 9,350 5.9 $ 29
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e10vk(1) The Registrant’s condens
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e10vkChanges in Internal Controls:
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e10vkSignature Title Date/s/ Joseph
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exv10w22Commitments exceed the sum
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exv10w22Fifth Amendment to Credit A
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exv10w24Molina ECMS ref# 729 Provid
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exv10w24HSA — Hospital Services A
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exv10w245.6 Amendment. Health Plan
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exv10w24Page 23 of 40ATTACHMENT CPr
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exv10w24• This reimbursement meth
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exv10w24(Rule 53250(e)(4))8. Provid
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exv10w241. Right to Audit. Provider
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exv10w24Treasurer G. William Hammer
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Page 500 and 501: e10vk10-K 1 a58840e10vk.htm FORM 10
Page 502 and 503: e10vkOur StrengthsWe focus on servi
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Page 514 and 515: e10vkTable of ContentsSTOCK PERFORM
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Page 521 and 522: e10vkAcquisitionsWisconsin Health P
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