mgln_Current_Folio_10Q

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10‑Q

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2018

Or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                

 

Commission File No. 1‑6639

MAGELLAN HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

58‑1076937
(IRS Employer
Identification No.)

4800 N. Scottsdale Rd, Suite 4400
Scottsdale, Arizona
(Address of principal executive offices)

85251
(Zip code)

 

(602) 572‑6050

(Registrant’s telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act. (Check one):

Large accelerated filer ☒

Accelerated filer ☐

Non‑accelerated filer ☐
(Do not check if a
smaller reporting company)

Smaller reporting company ☐

 

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐  No ☒

The number of shares of the registrant’s Ordinary Common Stock outstanding as of June 30, 2018 was 24,555,149.

 

 

 

 

 

 


 

Table of Contents

FORM 10‑Q

MAGELLAN HEALTH, INC. AND SUBSIDIARIES

INDEX

 

 

 

 

 

Page No.

 

PART IFinancial Information:

 

Item 1:

Financial Statements

2

 

Consolidated Balance Sheets—December 31, 2017 and June 30, 2018

2

 

Consolidated Statements of Income—For the Three and Six Months Ended June 30, 2017 and 2018

3

 

Consolidated Statements of Comprehensive Income—For the Three and Six Months Ended June 30, 2017 and 2018

4

 

Consolidated Statements of Cash Flows—For the Six Months Ended June 30, 2017 and 2018

5

 

Notes to Consolidated Financial Statements

6

Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

29

Item 3:

Quantitative and Qualitative Disclosures about Market Risk

41

Item 4 

Controls and Procedures

42

 

PART IIOther Information:

 

Item 1:

Legal Proceedings

43

Item 1A:

Risk Factors

43

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds

43

Item 3:

Defaults Upon Senior Securities

44

Item 4:

Mine Safety Disclosures

44

Item 5:

Other Information

44

Item 6:

Exhibits

44

Exhibit Index 

 

45

Signatures 

46

 

 

 

 

 

 

 

1


 

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1.  Financial Statements.

MAGELLAN HEALTH, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 

 

 

 

December 31, 

 

2018

 

 

 

2017

    

(Unaudited)

    

ASSETS

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

Cash and cash equivalents ($229,013 and $73,494 restricted at December 31, 2017 and June 30, 2018, respectively)

 

$

398,732

 

$

246,109

 

Accounts receivable, net

 

 

660,775

 

 

839,773

 

Short-term investments ($219,111 and $341,007 restricted at December 31, 2017 and June 30, 2018, respectively)

 

 

310,578

 

 

412,770

 

Pharmaceutical inventory

 

 

40,945

 

 

50,333

 

Other current assets ($41,121 and $47,949 restricted at December 31, 2017 and June 30, 2018, respectively)

 

 

72,323

 

 

119,164

 

Total Current Assets

 

 

1,483,353

 

 

1,668,149

 

Property and equipment, net

 

 

158,638

 

 

160,702

 

Long-term investments ($17,287 and $20,478 restricted at December 31, 2017 and June 30, 2018, respectively)

 

 

17,287

 

 

20,478

 

Deferred income taxes

 

 

813

 

 

1,554

 

Other long-term assets

 

 

22,567

 

 

30,909

 

Goodwill

 

 

1,006,288

 

 

1,014,321

 

Other intangible assets, net

 

 

268,288

 

 

243,646

 

Total Assets

 

$

2,957,234

 

$

3,139,759

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

74,300

 

$

76,458

 

Accrued liabilities

 

 

193,635

 

 

268,258

 

Short-term contingent consideration

 

 

6,892

 

 

7,062

 

Medical claims payable

 

 

327,625

 

 

397,550

 

Other medical liabilities

 

 

177,002

 

 

183,222

 

Current debt and capital lease obligations

 

 

112,849

 

 

90,546

 

Total Current Liabilities

 

 

892,303

 

 

1,023,096

 

Long-term debt and capital lease obligations

 

 

740,888

 

 

734,503

 

Deferred income taxes

 

 

12,298

 

 

10,928

 

Tax contingencies

 

 

14,226

 

 

15,058

 

Long-term contingent consideration

 

 

1,925

 

 

2,058

 

Deferred credits and other long-term liabilities

 

 

19,100

 

 

35,346

 

Total Liabilities

 

 

1,680,740

 

 

1,820,989

 

Preferred stock, par value $.01 per share

 

 

 

 

 

 

 

Authorized—10,000 shares at December 31, 2017 and June 30, 2018-Issued and outstanding-none

 

 

 —

 

 

 —

 

Ordinary common stock, par value $.01 per share

 

 

 

 

 

 

 

Authorized—100,000 shares at December 31, 2017 and June 30, 2018-Issued and outstanding-52,973 and 24,202 shares at December 31, 2017, respectively, and 53,475 and 24,555 shares at June 30, 2018, respectively

 

 

530

 

 

535

 

Other Stockholders’ Equity:

 

 

 

 

 

 

 

Additional paid-in capital

 

 

1,274,811

 

 

1,311,316

 

Retained earnings

 

 

1,399,495

 

 

1,420,271

 

Accumulated other comprehensive loss

 

 

(380)

 

 

(567)

 

Treasury stock, at cost, 28,771 and 28,920 shares at December 31, 2017 and June 30, 2018, respectively

 

 

(1,397,962)

 

 

(1,412,785)

 

Total Stockholders’ Equity

 

 

1,276,494

 

 

1,318,770

 

Total Liabilities and Stockholders’ Equity

 

$

2,957,234

 

$

3,139,759

 

 

See accompanying notes to consolidated financial statements.

 

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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Three Months Ended

 

Six Months Ended

 

 

 

 

June 30, 

 

June 30, 

 

 

 

 

2017

    

2018

    

2017

    

2018

    

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Managed care and other

 

$

821,699

 

$

1,215,340

 

$

1,551,039

 

$

2,435,103

 

 

PBM

 

 

597,440

 

 

595,583

 

 

1,173,723

 

 

1,180,897

 

 

Total net revenue

 

 

1,419,139

 

 

1,810,923

 

 

2,724,762

 

 

3,616,000

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of care

 

 

583,264

 

 

935,814

 

 

1,065,318

 

 

1,864,475

 

 

Cost of goods sold

 

 

562,355

 

 

558,419

 

 

1,104,988

 

 

1,118,084

 

 

Direct service costs and other operating expenses (1)(2)

 

 

231,372

 

 

259,152

 

 

452,858

 

 

528,229

 

 

Depreciation and amortization

 

 

27,731

 

 

33,848

 

 

54,707

 

 

64,255

 

 

Interest expense

 

 

4,900

 

 

8,678

 

 

9,048

 

 

17,044

 

 

Interest and other income

 

 

(1,071)

 

 

(3,363)

 

 

(2,020)

 

 

(5,839)

 

 

Total costs and expenses

 

 

1,408,551

 

 

1,792,548

 

 

2,684,899

 

 

3,586,248

 

 

Income before income taxes

 

 

10,588

 

 

18,375

 

 

39,863

 

 

29,752

 

 

Provision for income taxes

 

 

5,661

 

 

4,824

 

 

17,467

 

 

4,749

 

 

Net income

 

 

4,927

 

 

13,551

 

 

22,396

 

 

25,003

 

 

Less: net loss attributable to non-controlling interest

 

 

(573)

 

 

 —

 

 

(851)

 

 

 —

 

 

Net income attributable to Magellan

 

$

5,500

 

$

13,551

 

$

23,247

 

$

25,003

 

 

Net income attributable to Magellan per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic (See Note B)

 

$

0.24

 

$

0.55

 

$

1.01

 

$

1.02

 

 

Diluted (See Note B)

 

$

0.23

 

$

0.53

 

$

0.97

 

$

0.98

 

 


(1)

Includes stock compensation expense of $11,371 and $10,439 for the three months ended June 30, 2017 and 2018, respectively, and $21,511 and $18,085 for the six months ended June 30, 2017 and 2018, respectively.

(2)

Includes changes in fair value of contingent consideration of $252 and $70 for the three months ended June 30, 2017 and 2018, respectively, and $203 and $303 for the six months ended June 30, 2017 and 2018, respectively.

See accompanying notes to consolidated financial statements.

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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Three Months Ended

 

Six Months Ended

 

 

 

June 30, 

 

June 30, 

 

 

    

2017

    

2018

    

2017

    

2018

    

Net income

 

$

4,927

 

$

13,551

 

$

22,396

 

$

25,003

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on available-for-sale securities (1)

 

 

22

 

 

132

 

 

 1

 

 

(187)

 

Comprehensive income

 

 

4,949

 

 

13,683

 

 

22,397

 

 

24,816

 

Less: comprehensive loss attributable to non-controlling interest

 

 

(573)

 

 

 —

 

 

(851)

 

 

 —

 

Comprehensive income attributable to Magellan

 

$

5,522

 

$

13,683

 

$

23,248

 

$

24,816

 

 


(1)

Net of income tax provision (benefit) of $14 and $42 for the three months ended June 30, 2017 and 2018, respectively, and $2 and $(59) for the six months ended June 30, 2017 and 2018, respectively.

See accompanying notes to consolidated financial statements.

 

 

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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30,

(Unaudited)

(In thousands)

 

 

 

 

 

 

 

 

 

 

    

2017

    

2018

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

 

$

22,396

 

$

25,003

 

Adjustments to reconcile net income to net cash from operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

54,707

 

 

64,255

 

Non-cash interest expense

 

 

578

 

 

614

 

Non-cash stock compensation expense

 

 

21,511

 

 

18,085

 

Non-cash income tax benefit

 

 

(1,520)

 

 

(100)

 

Non-cash amortization on investments

 

 

2,094

 

 

1,171

 

Changes in assets and liabilities, net of effects from acquisitions of businesses:

 

 

 

 

 

 

 

Accounts receivable, net

 

 

(21,859)

 

 

(179,350)

 

Pharmaceutical inventory

 

 

(1,188)

 

 

(9,388)

 

Other assets

 

 

(21,974)

 

 

(57,398)

 

Accounts payable and accrued liabilities

 

 

(59,372)

 

 

50,322

 

Medical claims payable and other medical liabilities

 

 

5,978

 

 

89,932

 

Contingent consideration

 

 

203

 

 

303

 

Tax contingencies

 

 

764

 

 

721

 

Deferred credits and other long-term liabilities

 

 

1,882

 

 

16,884

 

Other

 

 

(364)

 

 

69

 

Net cash provided by operating activities

 

 

3,836

 

 

21,123

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Capital expenditures

 

 

(26,797)

 

 

(37,132)

 

Acquisitions and investments in businesses, net of cash acquired

 

 

(3,200)

 

 

 —

 

Purchase of investments

 

 

(238,814)

 

 

(334,250)

 

Maturity of investments

 

 

233,143

 

 

227,446

 

Net cash used in investing activities

 

 

(35,668)

 

 

(143,936)

 

Cash flows from financing activities:

 

 

 

 

 

 

 

Proceeds from issuance of debt

 

 

200,000

 

 

 —

 

Payments to acquire treasury stock

 

 

(5,000)

 

 

(14,323)

 

Proceeds from exercise of stock options

 

 

5,946

 

 

21,476

 

Payments on debt and capital lease obligations

 

 

(190,978)

 

 

(33,912)

 

Other

 

 

(1,311)

 

 

(3,051)

 

Net cash provided by (used in) financing activities

 

 

8,657

 

 

(29,810)

 

Net decrease in cash and cash equivalents

 

 

(23,175)

 

 

(152,623)

 

Cash and cash equivalents at beginning of period

 

 

304,508

 

 

398,732

 

Cash and cash equivalents at end of period

 

$

281,333

 

$

246,109

 

 

 

 

 

 

 

 

 

Supplemental cash flow data:

 

 

 

 

 

 

 

Non-cash investing activities:

 

 

 

 

 

 

 

Property and equipment acquired under capital leases

 

$

2,418

 

$

4,623

 

 

See accompanying notes to consolidated financial statements.

 

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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2018

(Unaudited)

 

NOTE A—General

Basis of Presentation

The accompanying unaudited consolidated financial statements of Magellan Health, Inc., a Delaware corporation (“Magellan”), include Magellan and its subsidiaries (together with Magellan, the “Company”). The financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the Securities and Exchange Commission’s (the “SEC”) instructions to Form 10-Q. Accordingly, the financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation, have been included. The results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the full year. All significant intercompany accounts and transactions have been eliminated in consolidation.

These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2017 and the notes thereto, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2018.

Business Overview

The Company is a leader within the healthcare management business, and is focused on delivering innovative specialty solutions for the fastest growing, most complex areas of health, including special populations, complete pharmacy benefits, and other specialty carve-out areas of healthcare. The Company develops innovative solutions that combine advanced analytics, agile technology and clinical excellence to drive better decision making, positively impact members’ health outcomes and optimize the cost of care for the customers we serve. The Company provides services to health plans and other managed care organizations (“MCOs”), employers, labor unions, various military and governmental agencies and third party administrators (“TPAs”). Magellan operates three segments: Healthcare, Pharmacy Management and Corporate.

Healthcare

The Healthcare segment (“Healthcare”) consists of two reporting units – Commercial and Government.

The Commercial reporting unit’s customers include health plans, accountable care organizations (“ACOs”), and employers for whom Magellan provides carve-out management services for behavioral health, employee assistance plans (“EAP”), and other areas of specialty healthcare including diagnostic imaging, musculoskeletal management, cardiac, and physical medicine. These management services are applied to a health plan’s or ACO’s entire book of business including commercial, Medicaid and Medicare members or targeted complex populations.

The Government reporting unit contracts with local, state and federal governmental agencies to provide services to recipients under Medicaid, Medicare and other government programs. For certain contracts, the management of total medical cost, as well as long term support services, for special populations is delivered through Magellan Complete Care (“MCC”). These special populations include individuals with serious mental illness (“SMI”), dual eligibles, aged, blind and disabled (“ABD”) and other populations with unique and often complex healthcare needs. In addition, the Company’s management services include behavioral health and EAP.

Magellan’s coordination and management of these healthcare and long term support services are provided through its comprehensive network of medical and behavioral health professionals, clinics, hospitals, skilled nursing facilities, home care agencies and ancillary service providers. This network of credentialed providers is integrated with clinical and quality improvement programs to improve access to care and enhance the healthcare experience for individuals in need of care, while at the same time making the cost of these services more affordable for our customers. The Company generally does not directly provide or own any provider of treatment services, although it does employ licensed behavioral health counselors to deliver non‑medical counseling under certain government contracts.

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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2018

(Unaudited)

 

The Company provides its Healthcare management services primarily through: (i) risk‑based products, where the Company assumes all or a substantial portion of the responsibility for the cost of providing treatment services in exchange for a fixed per member per month fee, or  (ii) administrative services only (“ASO”) products, where the Company provides services such as utilization review, claims administration and/or provider network management, but does not assume full responsibility for the cost of the treatment services, in exchange for an administrative fee and, in some instances, a gain share.

Pharmacy Management

The Pharmacy Management segment (“Pharmacy Management”) is comprised of products and solutions that provide clinical and financial management of pharmaceuticals paid under both the medical and the pharmacy benefit. Pharmacy Management’s services include: (i) pharmacy benefit management (“PBM”) services, including pharmaceutical dispensing operations; (ii) pharmacy benefit administration (“PBA”) for state Medicaid and other government sponsored programs; (iii)  clinical and formulary management programs; (iv) medical pharmacy management programs; and (v) programs for the integrated management of specialty drugs across both the medical and pharmacy benefit that treat complex conditions, regardless of site of service, method of delivery, or benefit reimbursement.

These services are available individually, in combination, or in a fully integrated manner. The Company markets its pharmacy management services to health plans, employers, third party administrators, managed care organizations, state governments, Medicare Part D, and other government agencies, exchanges, brokers and consultants. In addition, the Company will continue to upsell its pharmacy products to its existing customers and market its pharmacy solutions to the Healthcare customer base.

Pharmacy Management contracts with its customers for services using risk‑based, gain share or ASO arrangements. In addition, Pharmacy Management provides services to the Healthcare segment for its MCC business.

Corporate

This segment of the Company is comprised primarily of amounts not allocated to the Healthcare and Pharmacy Management segments that are largely associated with costs related to being a publicly traded company.

Summary of Significant Accounting Policies

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). The FASB also issued various ASUs which subsequently amended ASU 2014-09. These amendments and ASU 2014-09, collectively known as Accounting Standard Codification 606 (“ASC 606”), were adopted on a modified retrospective basis in the quarter ended March 31, 2018. The Company applied the standard to contracts not completed at the date of initial application. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. For contracts that were modified before January 1, 2018 the Company has not retrospectively restated the contracts for those modifications in accordance with the contract modification guidance, instead the Company reflected the aggregate effect of those modifications when identifying the satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price to the satisfied and unsatisfied performance obligation. Given the nature of our arrangements, the Company does not believe the use of this practical expedient had a significant impact on the results of our adoption.

 

A  majority of our managed care revenue continues to be recognized over the applicable coverage period on a per member basis for covered members. In addition, a majority of the PBM revenue continues to be recognized as the claims are adjudicated or when the drugs are dispensed. The main impacts of ASC 606 to the Company’s business relate to the timing of revenue recognition in relation to upfront fees in certain PBA contracts, as well as performance

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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2018

(Unaudited)

 

incentive, performance guarantee and risk share arrangements. Some of the Company’s PBA contracts contain upfront fees, which under ASC 605 were amortized over the life of the contract. Under ASC 606, these upfront fees constitute a material right and are amortized over the anticipated life of the customer. Certain contracts include performance incentive, performance guarantee and risk share arrangements, which under ASC 605 were recorded based on calculations using the current period’s data. Under ASC 606, the revenues are recognized on a probability weighted approach based on anticipated outcomes for the performance period. In addition, under ASC 606 the accounting for material rights in relation to some of the Company’s government contracts will impact the consolidated balance sheets for interim reporting periods.

 

The cumulative effect of changes made to our consolidated January 1, 2018 balance sheet for the adoption of ASU 2014-09 were as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2017

    

Adjustments Due to ASC 606

    

Balance at January 1, 2018

Assets

 

 

 

 

 

 

 

 

Other current assets

$

72,323

 

$

(667)

 

$

71,656

Total Current Assets

 

1,483,353

 

 

(667)

 

 

1,482,686

Deferred income taxes

 

813

 

 

1,335

 

 

2,148

Other long-term assets

 

22,567

 

 

(1,333)

 

 

21,234

Total Assets

 

2,957,234

 

 

(665)

 

 

2,956,569

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

Accrued liabilities

 

193,635

 

 

(2,182)

 

 

191,453

Total Current Liabilities

 

892,303

 

 

(2,182)

 

 

890,121

Deferred credits and other long-term liabilities

 

19,100

 

 

5,744

 

 

24,844

Total Liabilities

 

1,680,740

 

 

3,562

 

 

1,684,302

Retained earnings

 

1,399,495

 

 

(4,227)

 

 

1,395,268

Total Stockholders' Equity

 

1,276,494

 

 

(4,227)

 

 

1,272,267

Total Liabilities and Stockholders' Equity

 

2,957,234

 

 

(665)

 

 

2,956,569

 

 

The impact of the adoption of ASC 606 on our consolidated balance sheet as of June 30, 2018 was as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

As Reported

    

Adjustments

    

Balance Without ASC 606 Adoption

 

Assets

 

 

 

 

 

 

 

 

 

Accounts receivable

$

839,773

 

$

(17,972)

 

$

821,801

 

Other current assets

 

119,164

 

 

(445)

 

 

118,719

 

Total Current Assets

 

1,668,149

 

 

(18,417)

 

 

1,649,732

 

Other long-term assets

 

30,909

 

 

9,199

 

 

40,108

 

Total Assets

 

3,139,759

 

 

(9,218)

 

 

3,130,541

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

 

Accrued liabilities

 

268,258

 

 

(11,127)

 

 

257,131

 

Other medical liabilities

 

183,222

 

 

50

 

 

183,272

 

Total Current Liabilities

 

1,023,096

 

 

(11,077)

 

 

1,012,019

 

Deferred credits and other long-term liabilities

 

35,346

 

 

(6,835)

 

 

28,511

 

Total Liabilities

 

1,820,989

 

 

(17,912)

 

 

1,803,077

 

Retained earnings

 

1,420,271

 

 

8,694

 

 

1,428,965

 

Total Stockholders' Equity

 

1,318,770

 

 

8,694

 

 

1,327,464

 

Total Liabilities and Stockholders' Equity

 

3,139,759

 

 

(9,218)

 

 

3,130,541

 

 

 

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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2018

(Unaudited)

 

The impact of the adoption of ASC 606 on our consolidated income statement for the three months ended June 30, 2018 was as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

As Reported

    

Adjustments

    

Balance Without ASC 606 Adoption

 

Managed care and other

$

1,215,340

 

$

(1,203)

 

$

1,214,137

 

PBM

 

595,583

 

 

1,749

 

 

597,332

 

Total net revenue

 

1,810,923

 

 

546

 

 

1,811,469

 

Income before income taxes

 

18,375

 

 

546

 

 

18,921

 

Provision for income taxes

 

4,824

 

 

143

 

 

4,967

 

Net income

 

13,551

 

 

403

 

 

13,954

 

Net income attributable to Magellan

 

13,551

 

 

403

 

 

13,954

 

 

The impact of the adoption of ASC 606 on our consolidated income statement for the six months ended June 30, 2018 was as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

As Reported

    

Adjustments

    

Balance Without ASC 606 Adoption

Managed care and other

$

2,435,103

 

$

(3,955)

 

$

2,431,148

PBM

 

1,180,897

 

 

8,199

 

 

1,189,096

Total net revenue

 

3,616,000

 

 

4,244

 

 

3,620,244

Income before income taxes

 

29,752

 

 

4,244

 

 

33,996

Provision for income taxes

 

4,749

 

 

1,112

 

 

5,861

Net income

 

25,003

 

 

3,132

 

 

28,135

Net income attributable to Magellan

 

25,003

 

 

3,132

 

 

28,135

 

 

In February 2016, the FASB issued ASU No. 2016‑02, “Leases” (“ASU 2016‑02”). This ASU amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2018, with early adoption permitted. The Company is currently assessing the impact this ASU, but believes the effect of this ASU will have a material effect on the Company’s consolidated balance sheets.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). This ASU amends the accounting on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. This guidance is effective for annual and interim periods of public entities beginning after December 15, 2019, with early adoption permitted for fiscal years beginning after December 31, 2018. The Company is currently assessing the potential impact this ASU will have on the Company’s consolidated results of operation, financial position and cash flows.

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). The amendments in this ASU eliminate the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. This guidance is effective for annual and interim periods of public entities beginning after December 15, 2019, with early adoption permitted. 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.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2018

(Unaudited)

 

intangible assets, medical claims payable, other medical liabilities, contingent consideration, stock compensation assumptions, tax contingencies and legal liabilities. In addition, the Company makes significant estimates in relation to revenue recognition under ASC 606 which are explained in more detail in “Revenue Recognition” below. Actual results could differ from those estimates.

Revenue Recognition

Virtually all of the Company’s revenues are derived from business in North America. The following tables disaggregate our revenue for the three and six months ended June 30, 2018 by major service line, type of customer and timing of revenue recognition (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2018

 

Healthcare

    

Pharmacy Management

    

Elimination

    

Total

Major Service Lines

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

Risk-based, non-EAP

$

238,272

 

$

 —

 

$

(114)

 

$

238,158

EAP risk-based

 

12,335

 

 

 —

 

 

 —

 

 

12,335

ASO

 

51,111

 

 

8,529

 

 

(37)

 

 

59,603

Government

 

 

 

 

 

 

 

 

 

 

 

Risk-based, non-EAP

 

750,162

 

 

 —

 

 

 —

 

 

750,162

EAP risk-based

 

78,940

 

 

 —

 

 

 —

 

 

78,940

ASO

 

24,068

 

 

 —

 

 

 —

 

 

24,068

PBM, including dispensing

 

 —

 

 

536,131

 

 

(47,211)

 

 

488,920

Medicare Part D

 

 —

 

 

106,663

 

 

 —

 

 

106,663

PBA

 

 —

 

 

33,088

 

 

 —

 

 

33,088

Formulary management

 

 —

 

 

18,348

 

 

 —

 

 

18,348

Other

 

 —

 

 

638

 

 

 —

 

 

638

Total net revenue

$

1,154,888

 

$

703,397

 

$

(47,362)

 

$

1,810,923

 

 

 

 

 

 

 

 

 

 

 

 

Type of Customer

 

 

 

 

 

 

 

 

 

 

 

Government

$

853,170

 

$

229,948

 

$

 —

 

$

1,083,118

Non-government

 

301,718

 

 

473,449

 

 

(47,362)

 

 

727,805

Total net revenue

$

1,154,888

 

$

703,397

 

$

(47,362)

 

$

1,810,923

 

 

 

 

 

 

 

 

 

 

 

 

Timing of Revenue Recognition

 

 

 

 

 

 

 

 

 

 

 

Transferred at a point in time

$

 —

 

$

642,794

 

$

(47,211)

 

$

595,583

Transferred over time

 

1,154,888

 

 

60,603

 

 

(151)

 

 

1,215,340

Total net revenue

$

1,154,888

 

$

703,397

 

$

(47,362)

 

$

1,810,923

 

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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2018

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2018

 

Healthcare

    

Pharmacy Management

    

Elimination

    

Total

Major Service Lines

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

Risk-based, non-EAP

$

472,663

 

$

 —

 

$

(114)

 

$

472,549

EAP risk-based

 

24,756

 

 

 —

 

 

 —

 

 

24,756

ASO

 

103,680

 

 

15,829

 

 

(182)

 

 

119,327

Government

 

 

 

 

 

 

 

 

 

 

 

Risk-based, non-EAP

 

1,502,652

 

 

 —

 

 

 —

 

 

1,502,652

EAP risk-based

 

161,177

 

 

 —

 

 

 —

 

 

161,177

ASO

 

47,561

 

 

 —

 

 

 —

 

 

47,561

PBM, including dispensing

 

 —

 

 

1,069,923

 

 

(94,095)

 

 

975,828

Medicare Part D

 

 —

 

 

205,069

 

 

 —

 

 

205,069

PBA

 

 —

 

 

66,634

 

 

 —

 

 

66,634

Formulary management

 

 —

 

 

38,725

 

 

 —

 

 

38,725

Other

 

 —

 

 

1,722

 

 

 —

 

 

1,722

Total net revenue

$

2,312,489

 

$

1,397,902

 

$

(94,391)

 

$

3,616,000

 

 

 

 

 

 

 

 

 

 

 

 

Type of Customer

 

 

 

 

 

 

 

 

 

 

 

Government

$

1,711,390

 

$

457,997

 

$

 —

 

$

2,169,387

Non-government

 

601,099

 

 

939,905

 

 

(94,391)

 

 

1,446,613

Total net revenue

$

2,312,489

 

$

1,397,902

 

$

(94,391)

 

$

3,616,000

 

 

 

 

 

 

 

 

 

 

 

 

Timing of Revenue Recognition

 

 

 

 

 

 

 

 

 

 

 

Transferred at a point in time

$

 —

 

$

1,274,992

 

$

(94,095)

 

$

1,180,897

Transferred over time

 

2,312,489

 

 

122,910

 

 

(296)

 

 

2,435,103

Total net revenue

$

2,312,489

 

$

1,397,902

 

$

(94,391)

 

$

3,616,000

 

 

Per Member Per Month (“PMPM”) Revenue.  Almost all of the Healthcare revenue and a small portion of the Pharmacy Management revenue is paid on a PMPM basis. PMPM revenue is inclusive of revenue from the Company’s risk, EAP and ASO contracts and primarily relates to managed care contracts for services such as the provision of behavioral healthcare, specialty healthcare, pharmacy management, or fully integrated healthcare services. PMPM contracts generally have a term of one year or longer, with the exception of government contracts where the customer can terminate with as little as 30 days’ notice for no significant penalty. All managed care contracts have a single performance obligation that constitutes a series for the provision of managed healthcare services for a population of enrolled members for the duration of the contract. The transaction price for PMPM contracts is entirely variable as it primarily includes per member per month fees associated with unspecified membership that fluctuates throughout the contract. In certain contracts, PMPM fees also include adjustments for things such as performance incentives, performance guarantees and risk shares. The Company generally estimates the transaction price using an expected value methodology and amounts are only included in the net transaction price to the extent that it is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. The majority of the Company’s net PMPM transaction price relates specifically to its efforts to transfer the service for a distinct increment of the series (e.g. day or month) and is recognized as revenue in the month in which members are entitled to service. The remaining transaction price is recognized over the contract period (or portion of the series to which it specifically relates) based upon estimated membership as a measure of progress.

 

Pharmacy Benefit Management Revenue.  The Company’s customers for PBM business, including pharmaceutical dispensing operations, are generally comprised of MCOs, employer groups and health plans. PBM relationships generally have an expected term of one year or longer. A master services arrangement (“MSA”) is executed by the Company and the customer, which outlines the terms and conditions of the PBM services to be provided. When a

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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2018

(Unaudited)

 

member in the customer’s organization submits a prescription, a claim is created which is presented for approval. The acceptance of each individual claim creates enforceable rights and obligations for each party and represents a separate contract. For each individual claim, the performance obligations are limited to the processing and adjudication of the claim, or dispensing of the products purchased. Generally, the transaction price for PBM services is explicitly listed in each contract and does not represent variable consideration. The Company recognizes PBM revenue, which consists of a negotiated prescription price (ingredient cost plus dispensing fee), co‑payments and any associated administrative fees, when claims are adjudicated or the drugs are shipped. 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, controls the underlying service, 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. For dispensing, 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.

Medicare Part D.  The Company is contracted with the Centers for Medicare and Medicaid (“CMS”) as a Prescription Drug Plan (“PDP”) to provide prescription drug benefits to Medicare beneficiaries. The accounting for Medicare Part D revenue is primarily the same as that for PBM, as previously discussed. However, there is certain variable consideration present only in Medicare Part D arrangements. The Company estimates the annual amount of variable consideration using a most likely amount methodology, which is allocated to each reporting period based upon actual utilization as a percentage of estimated utilization for the year. Amounts estimated throughout the year for interim reporting are substantially resolved and fixed as of December 31st, the end of the plan year.

Pharmacy Benefit Administration Revenue. The Company provides Medicaid pharmacy services to states and other government sponsored programs. PBA contracts are generally multi-year arrangements but include language regarding early termination for convenience without material penalty provisions that results in enforceable rights and obligations on a month-to-month basis. In PBA arrangements, the Company is generally paid a fixed fee per month to provide PBA services. In addition, some PBA contracts contain upfront fees that constitute a material right. For contracts without an upfront fee, there is a single performance obligation to stand ready to provide the PBA services required for the contracted period. The Company believes that the customer receives the PBA benefits each day from access to the claims processing activities, and has concluded that a time based measure is appropriate for recognizing PBA revenue. For contracts with an upfront fee, the material right represents an additional performance obligation. Amounts allocated to the material right are initially recorded as a contract liability and recognized as revenue over the anticipated period of benefit of the material right, which generally ranges from 2 to 10 years.

Formulary Management Revenue.  The Company administers formulary management programs 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. Formulary management contracts generally have a term of one year or longer. All formulary management contracts have a single performance obligation that constitutes a series for the provision of rebate services for a drug, with utilization measured and settled on a quarterly basis, for the duration of the arrangement. The Company retains its administrative fee and/or a percentage of rebates that is included in its contract with the client from collecting the rebate from the manufacturer. While the administrative fee and/or the percentage of rebates retained is fixed, there is an unknown quantity of pharmaceutical purchases (utilization) during each quarter, therefore the transaction price itself is variable. The Company uses the expected value methodology to estimate the total rebates earned each quarter based on estimated volumes of pharmaceutical purchases by the Company’s clients during the quarter, as well as historical and/or anticipated retained rebate percentages. The Company does not record as rebate revenue any rebates that are passed through to its clients.

 

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 is recorded as a reduction of cost of goods sold.

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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2018

(Unaudited)

 

Government EAP Risk Based Revenue.  The Company has certain contracts with federal customers for the provision of various managed care services, which are classified as government EAP risk based business. These contracts are generally multi-year arrangements. The Company’s federal contracts are reimbursed on either a fixed fee basis or a cost reimbursement basis. The performance obligation on a fixed fee contract is to stand ready to provide the staffing required for the contracted period. For fixed fee contracts, the Company believes the invoiced amount corresponds directly with the value to the customer of the Company’s performance completed to date, therefore the Company is utilizing the “right to invoice” practical expedient, with revenue recognition in the amount for which the Company has the right to invoice.

The performance obligation on a cost reimbursement contract is to stand ready to provide the activity or services purchased by the customer, such as the operation of a counseling services group or call center. The performance obligation represents a series for the duration of the arrangement. The reimbursement rate is fixed per the contract, however the level of activity (e.g., number of hours, number of counselors or number of units) is variable. A majority of the Company’s cost reimbursement transaction price relates specifically to its efforts to transfer the service for a distinct increment of the series (e.g. day or month) and is recognized as revenue when the portion of the series for which it relates has been provided (i.e. as the Company provides hours, counselors or units of service).

In accordance with ASC 606-10-50-13, the Company is required to include disclosure on its remaining performance obligations as of the end of the current reporting period. Due to the nature of the contracts in the Company’s PBM and Part D business, these reporting requirements are not applicable. The majority of the Company’s remaining contracts meet certain exemptions as defined in ASC 606-10-50-14 through 606-10-50-14A, including (i) performance obligation is part of a contract that has an original expected duration of one year or less; (ii) the right to invoice practical expedient; and (iii) variable consideration related to unsatisfied performance obligations that is allocated entirely to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation, and the terms of that variable consideration relate specifically to our efforts to transfer the distinct service, or to a specific outcome from transferring the distinct service. For the Company’s contracts that pertain to these exemptions: (i) the remaining performance obligations primarily relate to the provision of managed healthcare services to the customers’ membership; (ii) the estimated remaining duration of these performance obligations ranges from the remainder of the current calendar year to three years; and (iii) variable consideration for these contracts primarily includes net per member per month fees associated with unspecified membership that fluctuates throughout the contract.

 

Accounts Receivable, Contract Assets and Contract Liabilities

Accounts receivable, contract assets and contract liabilities consisted of the following (in thousands, except percentages):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 1, 2018

    

June 30,       2018

    

$ Change

    

% Change

 

Accounts receivable

$

679,269

 

$

864,674

 

$

185,405

 

 

27.3%

 

Contract assets

 

8,564

 

 

14,339

 

 

5,775

 

 

67.4%

 

Contract liabilities - current

 

14,299

 

 

75,552

 

 

61,253

 

 

428.4%

 

Contract liabilities - long-term

 

12,303

 

 

12,612

 

 

309

 

 

2.5%

 

 

Accounts receivable, which are included in accounts receivable, other current assets and other long-term assets on the consolidated balance sheets, increased by $185.4 million, mainly due to timing. Contract assets, which are included in other current assets on the consolidated balance sheets, increased by $5.8 million, mainly due to the timing of accrual of certain performance incentives. Contract liabilities – current, which are included in accrued liabilities on the consolidated balance sheets, increased by $61.3 million, mainly due to the timing of receipts related to July 2018 revenues and the timing of material rights generated for some of the Company’s government contracts. Contract liabilities – long-term, which are included in deferred credits and other long-term liabilities on the consolidated balance sheets, increased by $0.3 million, mainly due to receipts for which recognition will be long-term.

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MAGELLAN HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

June 30, 2018

(Unaudited)

 

 During the three months ended June 30, 2018, the Company recognized revenue of $59.2 million that was included in current contract liabilities at March 31, 2018. During the six months ended June 30, 2018, the Company recognized revenue of $70.5 million that was included in current contract liabilities at January 1, 2018. The estimated timing of recognition of amounts included in contract liabilities at June 30, 2018 are as follows: 2018—$70.9 million; 2019—$6.1 million; 2020—$2.6 million; 2021 and beyond—$8.6 million. During the three and six months ended June 30, 2018, the revenue the Company recognized related to performance obligations that were satisfied, or partially satisfied, in previous periods was not material.

The Company’s accounts receivable consists of amounts due from customers throughout the United States. Collateral is generally not required. A majority of the Company’s contracts have payment terms in the month of service, or within a few months thereafter. The timing of payments from customers from time to time generate contract assets or contract liabilities, however these amounts are immaterial.

Significant Customers

Customers exceeding ten percent of the consolidated Company’s net revenues

The Company has a contract with the State of Florida to provide integrated healthcare services to Medicaid enrollees in the state of Florida (the “Florida Contract”). The Florida Contract began on February 4, 2014 and extends through December 31, 2018, unless sooner terminated by the parties. The State of Florida has the right to terminate the Florida Contract with cause, as defined, upon 24 hour notice and upon 30 days notice for any reason or no reason at all. The Florida Contract generated net revenues of $300.1 million and $307.9 million for the six months ended June 30, 2017 and 2018, respectively.

On July 14, 2017, the State of Florida issued an Invitation to Negotiate for a new contract for its Medicaid managed care program to replace the current contract with the Company and to be effective January 1, 2019. On April 24, 2018 the Company was notified by the Florida Agency for Health Care Administration (“AHCA”) that the Company was not selected to negotiate a new contract to serve as a vendor for its Medicaid managed care program. The Company filed a protest with AHCA.

Customers exceeding ten percent of segment net revenues

In addition to the Florida Contract, previously discussed, the following customers generated in excess of ten percent of net revenues for the respective segment for the six months ended June 30, 2017 and 2018 (in thousands):

 

 

 

 

 

 

 

 

 

 

Segment

    

Term Date

    

2017

    

2018

 

 

 

 

 

 

 

 

 

 

 

Healthcare

 

 

 

 

 

 

 

 

 

Customer A

 

(1)

 

$

79,247

 

$

356,573

 

Customer B

 

December 31, 2018 to December 31, 2020 (2)

 

 

 —

 

 

330,910

 

 

 

 

 

 

 

 

 

 

 

Pharmacy Management

 

 

 

 

 

 

 

 

 

Customer C

 

March 31, 2019