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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Mark One)
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2007
Or
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-31719
Molina Healthcare, Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
13-4204626 (I.R.S. Employer Identification No.) |
|
| One Golden Shore Drive, Long Beach, California (Address of principal executive offices) |
90802 (Zip Code) |
(562) 435-3666
(Registrant’s telephone number, including area code)
(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 12 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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large
accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer þ Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No þ
The number of shares of the issuer’s Common Stock, par value $0.001 per share,
outstanding as of August 3, 2007, was 28,291,647.
MOLINA HEALTHCARE, INC.
Index
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Explanatory Note
This Amendment on Form 10-Q/A is being filed to amend the Company’s Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2007, which was originally filed with the United
States Securities and Exchange Commission on August 8, 2007.
This Amendment has been filed solely to amend two contract exhibits to the Form 10-Q and the
Exhibit Index in connection with a request for confidential treatment with respect to certain portions of those two contract
exhibits.
All other information and content contained in the original Form 10-Q filing remains unchanged.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| MOLINA HEALTHCARE, INC. (Registrant) |
||||
| /s/ JOSEPH M. MOLINA, M.D. | ||||
| Joseph M. Molina, M.D. | ||||
| Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) |
||||
Dated:
April 14, 2008
| /s/ JOHN C. MOLINA, J.D. | ||||
| John C. Molina, J.D. | ||||
| Chief Financial Officer and Treasurer (Principal Financial Officer) |
||||
Dated:
April 14, 2008
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EXHIBIT INDEX
| Exhibit No. | Title | |
10.1
|
Ohio Medical Assistance Provider Agreement for Managed Care Plan CFC Eligible Population effective July 1, 2007 (filed as Exhibit 10.1 to registrant’s Form 10-Q filed August 7, 2007). | |
10.2
|
Ohio Medical Assistance Provider Agreement for Managed Care Plan ABD Eligible Population effective July 1, 2007 (filed as Exhibit 10.2 to registrant’s Form 10-Q filed August 7, 2007). | |
10.3
|
Contract between Molina Healthcare of California Partner Plan, Inc. and California Department of Health Services regarding San Diego Geographic Managed Care Program.** | |
10.4
|
Contract between Molina Healthcare of California Partner Plan, Inc. and the California Department of Health Services regarding Sacramento Geographic Managed Care Program.** | |
10.5
|
Contract between Molina Healthcare of Utah, Inc. and the Utah Department of Health effective July 1, 2007 (filed as Exhibit 10.5 to registrant’s Form 10-Q filed August 7, 2007). | |
31.1
|
Certification of Chief Executive Officer pursuant to Rules 13a- 14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended. | |
31.2
|
Certification of Chief Financial Officer pursuant to Rules 13a- 14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended. | |
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| ** | In accordance with the requirements of California Government Code Section 6254(q), confidential treatment has been requested for this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. The omitted confidential portion of the exhibit has been filed separately with the Commission. | |
5
EXHIBIT 10.3 Confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 has been requested with respect to pages 2-21 of this contract exhibit. The omitted confidential portion of the contract exhibit has been filed separately with the Commission. STATE OF CALIFORNIA STANDARD AGREEMENT AMENDMENT STD 213 A(DHS Rev 7/04) [X] CHECK HERE IF ADDITIONAL PAGES ARE ADDED 20 PAGES AGREEMENT NUMBER AMENDMENT NUMBER 05-46130 A-01 REGISTRATION NUMBER: ______________ 1. This Agreement is entered into between the State Agency and Contractor named below: STATE AGENCY'S NAME (Also referred to as CDHS, DHS, or the State) California Department of Health Services CONTRACTOR'S NAME (Also referred to as Contractor) Molina Healthcare of California Partner Plan, Inc. 2. The term of this Agreement is January 1, 2006 through December 31, 2008 3. The maximum amount of this Agreement is: Four Hundred Twenty-eight Million Nine Hundred Sixty-four Thousand Dollars $428,964,000 4. The parties mutually agree to this amendment as follows. All actions noted below are by this reference made a part of the Agreement and incorporated herein: 1) Amendment effective date: April 12, 2007 2) Purpose of amendment: To amend quality improvement language; to add an additional aid code; to remove some aid codes; to amend the Non-Contracting Emergency Service Providers language; to remove Medicare Part D as a Covered Service; to amend the Alcohol and Substance Abuse Treatment Services language and to add its related Attachment 10-C; to add the Erectile Dysfunction language and to add its related Attachment 10-D; to amend Attachment 10-B; to amend the Grievance language; to amend the enrollment capacity; to amend the Negotiation/ Determination of Rates language; to extend the contract term; to add the Confidential Contract Terms language; to add the Federal False Claim Act Compliance language: to amend payment provision language; to adjust rates and to adjust the encumbrances/amounts payable accordingly. 3) EXHIBIT A, ATTACHMENT 4 QUALITY IMPROVEMENT SYSTEM, SECTION 9 EXTERNAL QUALITY REVIEW REQUIREMENTS, IS AMENDED TO READ: (Continued on next page) All other terms and conditions shall remain the same. IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO. - ----------------------------------------------------------------------------------------------------- CONTRACTOR CALIFORNIA DEPARTMENT OF GENERAL SERVICES CONTRACTOR'S NAME (If other than an individual, state whether a USE ONLY corporation, partnership, etc.) MOLINA HEALTHCARE OF CALIFORNIA PARTNER PLAN, INC. BY (Authorized Signature) DATE SIGNED (Do not type) 4/25/07 /s/ Stephen T. O'Dell - ---------------------------------------- PRINTED NAME AND TITLE OF PERSON SIGNING Stephen T. O'Dell, President ADDRESS One Golden Shore Drive Long Beach, CA 90802 STATE OF CALIFORNIA AGENCY NAME California Department of Health Services BY (Authorized Signature) DATE SIGNED (Do not type) 6/5/07 /s/ Stan Rosenstein - ---------------------------------------- PRINTED NAME AND TITLE OF PERSON SIGNING Stan Rosenstein, Deputy Director, Medical Care Services Exempt per: [ ] Welfare and Institutions ADDRESS Code section 14087.55(c) 1501 Capitol Avenue, 6th Floor, MS 4000, PO Box 997413 [X] Welfare and Institutions Sacramento, CA 95899-7413 Code section 14089.8(b) - -----------------------------------------------------------------------------------------------------
Exhibit 10.4
CONFIDENTIAL TREATMENT OF PORTIONS OF PAGES 10 AND 11 OF THIS CONTRACT EXHIBIT HAS BEEN REQUESTED PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.
THE OMITTED CONFIDENTIAL PORTIONS OF THE CONTRACT EXHIBIT HAVE BEEN FILED SEPARATELY WITH THE COMMISSION.
STATE OF CALIFORNIA
STANDARD AGREEMENT AMENDMENT
STD 213 A (DHS Rev 7/04)
STANDARD AGREEMENT AMENDMENT
STD 213 A (DHS Rev 7/04)
| AGREEMENT NUMBER | AMENDMENT NUMBER | ||||||
þ CHECK HERE IF ADDITIONAL PAGES ARE ADDED 17 PAGES
|
05-45908 | A-02 | |||||
| REGISTRATION NUMBER: | |||||||
| 1. | This Agreement is entered into between the State Agency and Contractor named below: |
| STATE AGENCY’S NAME | (Also referred to as CDHS, DHS, or the State) | |
| California Department of Health Services | ||
| CONTRACTOR’S NAME | (Also referred to as Contractor) | |
| Molina Healthcare of California Partner Plan, Inc. | ||
| 2. | The term of this Agreement is June 30, 2005 through December 31, 2007 | |
| 3. | The maximum amount of this Agreement is: $73,033,000 | |
| Seventy Three Million, Thirty-three Thousand Dollars | ||
| 4. | The parties mutually agree to this amendment as follows. All actions noted below are by this reference made a part of the Agreement and incorporated herein: |
| 1) | Amendment effective date: December 7, 2006 | ||
| 2) | Purpose of amendment: To extend the Contract through December 31, 2007; to remove some aid codes; to amend the Non-Contracting Emergency Service Providers language; to remove Medicare Part D as a Covered Service; to amend the Alcohol and Substance Abuse Treatment Services language and to add its related Attachment 10-C; to add the Erectile Dysfunction language and to add its related Attachment 10-D; to amend Attachment 10-B; to amend the Grievance language; to amend the enrollment capacity; to add the Confidential Contract Terms language; to add the Federal False Claim Act Compliance language; and to adjust rates and the encumbrances/amounts payable accordingly. | ||
| 3) | Exhibit A, Attachment 8 Provider Compensation Arrangements, Section 13 Non-Contracting Emergency Service Providers, is amended to read: |
(Continued on next page)
All other terms and conditions shall remain the same.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.
| CONTRACTOR |
CALIFORNIA | |||||
| CONTRACTOR’S NAME (If other than an individual, state whether a corporation, partnership, etc.) | Department of General Services Use Only |
|||||
| Molina Healthcare of California Partner Plan, Inc. | ||||||
BY (Authorized Signature)
|
DATE SIGNED (Do not type) | |||||
/s/ Stephen T. O’Dell |
12/9/06 |
|||||
PRINTED NAME AND TITLE OF PERSON SIGNING |
||||||
Stephen T. O’Dell, President |
||||||
ADDRESS |
||||||
One
Golden Shore Drive Long Beach, CA 90802 |
||||||
| STATE OF CALIFORNIA |
||||||
AGENCY NAME |
||||||
California Department of Health Services |
||||||
BY
(Authorized Signature)
|
DATE SIGNED (Do not type) | |||||
/s/ Stan Rosenstein |
2/6/07 |
|||||
PRINTED NAME AND TITLE OF PERSON SIGNING
|
Exempt per: | |||||
Stan Rosenstein, Deputy Director, Medical Care Services |
o Welfare and Institutions Code section 14087.55(c) |
|||||
ADDRESS |
||||||
1501 Capitol Avenue, 6th Floor, MS 4000, PO Box 997413 Sacramento, CA 95899-7413 |
þ Welfare and Institutions Code section 14089.8(b) |
|||||
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| 13. | Non-Contracting Emergency Service Providers |
| A. | Contractor shall pay for Emergency Services received by a Member from non-contracting providers. Payments to non-contracting providers shall be for the treatment of the Emergency Medical Condition, including Medically Necessary inpatient services rendered to a Member until the Member’s condition has stabilized sufficiently to permit referral and transfer in accordance with instructions from Contractor, or the Member is stabilized sufficiently to permit discharge. The attending emergency physician, or the provider treating the Member is responsible for determining when the Member is sufficiently stabilized for transfer or discharge and that determination is binding on the Contractor. Emergency Services shall not be subject to Prior Authorization by Contractor. | ||
| B. | At a minimum, Contractor must reimburse the non-contracting emergency department and, if applicable, its affiliated providers for Physician services at the lowest level of emergency department evaluation and management CPT (Physician’s Current Procedural Terminology) codes, unless a higher level is clearly supported by documentation, and for the facility fee and diagnostic services such as laboratory and radiology. | ||
| C. | For all non-contracting providers, reimbursement by Contractor, or by a subcontractor who is at risk for out-of-plan Emergency Services, for properly documented claims for services rendered on or after January 1, 2007 by a non-contracting provider pursuant to this provision shall be made in accordance with provision 5. Claims Processing, above, and 42 USC Section 1396u-2(b)(2)(D). | ||
| D. | Contractor shall not refuse to cover reimbursement for Emergency Services rendered by a non-contracting provider based on the emergency room provider, hospital, or fiscal agent not notifying the Member’s Primary Care Physician or Contractor of the Member’s screening and treatment within 10 calendar days of presentation for emergency. Contractor shall not limit what constitutes an Emergency Medical Condition solely on the basis of lists of diagnoses or symptoms. | ||
| E. | In accordance with California Code of Regulations, Title 28, Section 1300.71.4, Contractor shall approve or disapprove a request for post-stabilization inpatient services made by a non-contracting provider on behalf of a Member within 30 minutes of the request. If Contractor fails to approve or disapprove authorization within the |
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| required timeframe, the authorization will be deemed approved. Contractor is financially responsible for post-stabilization service payment as provided in subprovision C above. |
| F. | Disputed Emergency Services claims may be submitted to DHS, Office of Administrative Hearings and Appeals, 1029 J Street, Suite 200, Sacramento, California, 95814 for resolution under the provisions of Welfare and Institutions Code Section 14454 and California Code of Regulations, Title 22, Section 53620 et. seq., except Section 53698. Contractor agrees to abide by the findings of DHS in such cases, to promptly reimburse the non-contracting provider within 30 calendar days of the effective date of a decision that Contractor is liable for payment of a claim and to provide proof of reimbursement in such form as the DHS Director may require. Failure to reimburse the non-contracting provider and provide proof of reimbursement to DHS within 30 calendar days shall result in liability offsets in accordance with Welfare and Institutions Code Sections 14454(c) and 14115.5, and California Code of Regulations, Title 22, Section 53702. |
| 4) | Exhibit A, Attachment 9 Access and Availability, Section 12 Cultural and Linguistic Program, is amended to read: |
| 12. | Cultural and Linguistic Program | ||
| Contractor shall have a Cultural and Linguistic Services Program that monitors, evaluates, and takes effective action to address any needed improvement in the delivery of culturally and linguistically appropriate services. Contractor shall review and update their cultural and linguistic services consistent with the group needs assessment requirements stipulated below. |
| A. | Written Description | ||
| Contractor shall implement and maintain a written description of its Cultural and Linguistic Services Program, which shall include at minimum the following: |
| 1) | An organizational commitment to deliver culturally and linguistically appropriate health care services. | ||
| 2) | Goals and objectives. |
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| 3) | A timetable for implementation and accomplishment of the goals and objectives. | ||
| 4) | An organizational chart showing the key staff persons with overall responsibility for cultural and linguistic services and activities. A narrative shall explain the chart and describe the oversight and direction to the Community Advisory Committee, provisions for support staff, and reporting relationships. Qualifications of staff, including appropriate education, experience and training shall also be described. | ||
| 5) | Standards and Performance requirements for the delivery of culturally and linguistically appropriate health care services. |
| B. | Linguistic Capability of Employees | ||
| Contractor shall assess, identify and track the linguistic capability of interpreters or bilingual employees and contracted staff (clinical and non-clinical). | |||
| C. | Group Needs Assessment (GNA) | ||
| Contractor shall conduct group needs assessments as specified below, to identify the health education and cultural and linguistic needs of its Members; and utilize the findings for continuous development and improvement of contractually required health education and cultural linguistic programs and services. |
| 1) | Contractor shall conduct a GNA and submit a GNA Summary to DHS every five years. Contractor shall conduct an initial GNA within 12 months from the commencement of the Operations Period unless within the last five years, Contractor has conducted a GNA and submitted a GNA Summary to DHS for this Service Area, in which case, Contractor will have until the end of the five-year term to conduct its next GNA. | ||
| 2) | Contractor shall submit a GNA Summary Report to DHS at the completion of each GNA. The summary report must include: |
| a) | The objectives; methodology; data sources; survey instruments; findings and conclusions; program and |
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| policy implications; and references contained in the GNA. |
| b) | The findings and conclusions must include the following information for Medi-Cal plan Members: 1) demographic profile; 2) related health risks, problems and conditions; 3) related knowledge, attitudes and practices including cultural beliefs and practices; 4) perceived health education needs including learning needs, preferred methods of learning and literacy level; 5) culturally competent community resources. |
| 3) | Contractor shall demonstrate that GNA and summary report findings and conclusions in item 2(b) above are utilized for continuous development of its health education and cultural and linguistic services program. Contractor must maintain documentation of program priorities, target populations and program goals/objectives as they are revised to meet the identified and changing needs of the Member population. | ||
| 4) | Contractor shall annually update the GNA summary report including a current update on the information required in 2(b) above. The GNA summary report updates shall be maintain and available for DHS review. |
| D. | The results of the GNA shall be considered in the development of any Marketing materials prepared by the Contractor. | ||
| E. | Cultural Competency Training | ||
| Contractor shall provide cultural competency, sensitivity, or diversity training for staff, providers and subcontractors at key points of contact. The training shall cover information about the identified cultural groups in the Contractor’s Service Areas, such as the groups’ beliefs about illness and health; methods of interacting with providers and the health care structure; traditional home remedies that may impact what the provider is trying to do to treat the patient; and language and literacy needs. | |||
| F. | Program Implementation and Evaluation | ||
| Contractor shall develop and implement policies and procedures for assessing the performance of individuals who provide linguistic |
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| services as well as for overall monitoring and evaluation of the Cultural and Linguistic Services Program. |
| 5) | Exhibit A, Attachment 10 Scope of Services, Section 1 Covered Services, is amended to read: |
| 1. | Covered Services | ||
| Contractor shall provide or arrange for all Medically Necessary Covered Services for Members. Covered Services are those services set forth in Title 22, CCR, Chapter 3, Article 4, beginning with Section 51301, and Title 17, CCR, Division 1, Chapter 4, Subchapter 13, beginning with Section 6840, unless otherwise specifically excluded under the terms of this Contract. | |||
| Except as set forth in Attachment 3.1.B.1 (effective 1/1/2006) of the California Medicaid State Plan or as otherwise authorized by Welfare & Institutions Code Section 14133.23, effective January 1, 2006, drug benefits for full-benefit dual eligible beneficiaries who are eligible for drug benefits under Part D of Title XVIII of the Social Security Act (42 USC Section 1395w-101 et seq) are not a Covered Service under this Contract. Consequently, effective January 1, 2006, the capitation rates shall not include reimbursement for such drug benefits and existing capitation rates shall be adjusted accordingly, even if the adjustment results in a change of less than one percent of cost to Contractor. Additionally, Contractor shall comply with all applicable provisions of the Medicare Prescription Drug Improvement and Modernization Act of 2003, 42 USC 1395(x) et seq. |
| 6) | Exhibit A, Attachment 10-B, is amended to read: | |
| EXCLUDED DRUGS FOR THE TREATMENT OF HUMAN IMMUNODEFICIENCY VIRUS (HIV) AND ACQUIRED IMMUNODEFICIENCY SYNDROME (AIDS) | ||
| Generic Name | ||
| Abacavir Sulfate (Ziagen) Abacavir /Lamivudine (Epzicom) Amprenavir (Agenerase) Oral Amprenavir (Agenerase) Tabs/Caps Atazanavir Sulfate (Reyataz) |
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| Delavirdine Mesylate (Rescriptor) Efavirenz (Sustiva) Emtricitabine (Emtriva) Enfuvirtide (Fuzeon) Fosamprenavir (Lexiva) Indinavir Sulfate (Crixivan) Lamivudine (Epivir) Lopinavir/Ritonavir (Kaletra) Nelfinavir Mesylate (Viracept) Nevirapine (Viramune) Ritonavir (Norvir) Saquinavir (Fortovase) Saquinavir Mesylate (Invirase) Stavudine (Zirit) Tenofovir Disoproxil Fumarate (Viread) Tenofovir Disoproxil-Emtricitabine (Trudada) Tipranavir Zidovudine/Lamivudine (Combivir) Zidovudine/Lamivudine/Abac Sulf (Trizivir) |
| 7) | Exhibit A, Attachment 11 Case Management and Coordination of Care, Section 6 Alcohol and Substance Abuse Treatment Services, is amended to read: |
| 6. | Alcohol and Substance Abuse Treatment Services | ||
| Alcohol and substance abuse treatment services available through Drug Medi-Cal Substance Abuse Services defined in Title 22, CCR, Section 51341.1, and outpatient heroin detoxification services defined in Title 22, CCR, Section 51328 are excluded from this Contract. | |||
| These excluded services include all drugs used for the treatment of alcohol and substance abuse covered by State of California Department of Alcohol and Drug Programs (ADP) Drug Medi-Cal Substance Abuse Services as well as the drugs listed in Exhibit A, Attachment 10-C not currently covered by ADP, but reimbursed through the Medi-Cal FFS program. | |||
| Contractor shall identify individuals requiring alcohol and or substance abuse treatment services and arrange for their referral to the ADP, including outpatient heroin detoxification providers, for appropriate services. Contractor shall assist Members in locating available treatment service sites. To the extent that treatment slots are not available in the |
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| ADP within the Contractor’s Service Area, the Contractor shall pursue placement outside the area. Contractor shall continue to cover and ensure the provision of primary care and other services unrelated to the alcohol and substance abuse treatment and coordinate services between the primary care providers and the treatment programs. |
| 8) | Exhibit A, Attachment 11 Case Management and Coordination of Care, Section 19 Erectile Dysfunction (ED) Drugs and Other ED Therapies, is added to read: |
| 19. | Erectile Dysfunction (ED) Drugs and Other ED Therapies | ||
| Erectile dysfunction drugs and other ED therapies are excluded from this Contract. These excluded drugs include all drugs used for the treatment of ED that are listed in Exhibit A, Attachment 10-D (consisting of one page). The drugs listed in Exhibit A, Attachment 10-D are covered by the Medi-Cal Fee-For-Service program. | |||
| Contractor shall identify individuals requiring ED drugs or ED therapies and arrange for their referral for appropriate services. Contractor shall assist Members in locating available treatment service sites. Contractor shall continue to cover and ensure the provision of primary care and other services unrelated to the ED drugs or ED therapies and coordinate services between the primary care providers and the treatment programs. |
| 9) | Exhibit A, Attachment 14 Member Grievance System, Section 3 Grievance Log and Quarterly Grievance Report, is amended to read: |
| 3. | Grievance Log and Quarterly Grievance Report |
| B. | Contractor shall submit the quarterly grievance report for Medi-Cal Members only in the form that is required by and submitted to the Department of Managed Health Care (DMHC) as set forth in Title 28, CCR, Section 1300.68(f). |
| 1) | In addition to the types or nature of grievances listed in Title 28, CCR, Section 1300.68(f)(2)((D), the report shall also include, but not be limited to, timely assignments to a provider, issues related to cultural and linguistic sensitivity, and difficulty with accessing specialists. |
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| 2) | For the Medi-Cal category of the report, provide the following additional information: the average time it took for the plan to respond to all Member grievances; a listing of the zip codes, ethnicity, gender and primary language of the Members that filed grievances; and the total number of grievances in which the outcome/resolution was not in the Member’s favor. |
| 10) | Exhibit A, Attachment 16 Enrollments and Disenrollments, Section 2 Enrollment, is amended to read: |
| 2. | Enrollment |
| E. | Enrollment Capacity (only to specific contractors that choose limitations) | ||
| All Eligible Beneficiaries shall be accepted by Contractor up to the limits of Contractor’s Enrollment capacity approved by DHS. Contractor’s maximum enrollment capacity under this Contract shall not exceed 168,600. |
| 11) | Exhibit B, Budget Detail and Payment Provisions, Section 2 Amounts Payable, is amended to read: |
| 2. | Amounts Payable |
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| 12) | Exhibit B, Budget Detail and Payment Provisions, Section 4 Capitation Rates, is amended to read: |
| 4. | Capitation Rates |
| A. | Commencing July 1, 2005, DHS shall remit to Contractor a capitation payment each month for each Medi-Cal Member that appears on the approved list of Members supplied to Contractor by DHS. The capitation rate shall be the amount specified below. The payment period for health care services shall commence on the first day of the Operations Period. Capitation payments shall be made in accordance with the following schedule of capitation payment rates at the end of the month for the month of service: |
| From July 1, 2005 through December 31, 2005: | Sacramento | |||
| Groups | Aid Codes | Rate | ||
Family |
01, 02, 03, 04, 08, 0A, 30, 32, 33, 34, 35, 38, 39, 3A, 3C, 3E, 3G, 3H, 3L, 3M, 3N, 3P, 3R, 3U, 3W, 40, 42, 45, 47, 4A, 4C, 4F, 4G, 4K, 4M, 54, 59, 5K, 5X, 72, 7A, 7J, 7X, 82, 8P, 8R | ** | ||
Disabled |
20, 24, 26, 28, 2E, 36, 60, 64, 66, 68, 6A, 6C, 6E, 6H, 6J, 6N, 6P, 6V | ** | ||
Aged |
10, 14, 16, 18, 1E, 1H | ** | ||
Adult |
86 | ** | ||
Breast and Cervical
Cancer Treatment
Program (BCCTP) |
0M, 0N, 0P, 0R, 0T, 0U | ** | ||
| ** | In accordance with the requirements of California Government Code Section 6254(q), confidential treatment has been requested for the redacted rate information pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. The redacted rate information has been filed separately with the Commission. | |
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| From January 1, 2006 through December 31, 2006: | Sacramento | |||
| Groups | Aid Codes | Rate | ||
Family |
01, 02, 03, 04, 08, 0A, 30, 32, 33, 34, 35, 38, 39, 3A, 3C, 3E, 3G, 3H, 3L, 3M, 3N, 3P, 3R, 3U, 3W, 40, 42, 45, 47, 4A, 4C, 4F, 4G, 4K, 4M, 54, 59, 5K, 5X, 72, 7A, 7J, 7X, 82, 8P, 8R | ** | ||
Disabled/Medi-Cal Only |
20, 24, 26, 2E, 36, 60, 64, 66, 6A, 6C, 6E, 6H, 6J, 6N, 6P, 6V | ** | ||
Aged/Medi-Cal Only |
10, 14, 16, 1E, 1H | ** | ||
Adult |
86 | ** | ||
Breast and Cervical Cancer Treatment |
0N, 0P | ** | ||
Program (BCCTP) |
||||
Disabled/Dual Eligible |
20, 24, 26, 2E, 36, 60, 64, 66, 6A, 6C, 6E, 6H, 6J, 6N, 6P, 6V | ** | ||
Aged/Dual Eligible |
10, 14, 16, 1E, 1H | ** | ||
| From January 1, 2006 through December 31, 2006: | Sacramento | |||
| Groups | Aid Codes | Rate | ||
Family |
01, 02, 03, 04, 08, 0A, 30, 32, 33, 34, 35, 38, 39, 3A, 3C, 3E, 3G, 3H, 3L, 3M, 3N, 3P, 3R, 3U, 3W, 40, 42, 45, 47, 4A, 4C, 4F, 4G, 4K, 4M, 54, 59, 5K, 5X, 72, 7A, 7J, 7X, 82, 8P, 8R | ** | ||
Disabled/Medi-Cal Only |
20, 24, 26, 2E, 36, 60, 64, 66, 6A, 6C, 6E, 6H, 6J, 6N, 6P, 6V | ** | ||
Aged/Medi-Cal Only |
10, 14, 16, 1E, 1H | ** | ||
Adult |
86 | ** | ||
Breast and Cervical Cancer Treatment |
0N, 0P | ** | ||
Program (BCCTP) |
||||
Disabled/Dual Eligible |
20, 24, 26, 2E, 36, 60, 64, 66, 6A, 6C, 6E, 6H, 6J, 6N, 6P, 6V | ** | ||
Aged/Dual Eligible |
10, 14, 16, 1E, 1H | ** | ||
| ** | In accordance with the requirements of California Government Code Section 6254(q), confidential treatment has been requested for the redacted rate information pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. The redacted rate information has been filed separately with the Commission. | |
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| B. | If DHS creates a new aid code that is split or derived from an existing aid code covered under this Contract, and the aid code has a neutral revenue effect for the Contractor, then the split aid code will automatically be included in the same aid code rate group as the original aid code covered under this Contract. Contractor agrees to continue providing Covered Services to the Members at the monthly capitation rate specified for the original aid code. DHS shall confirm all aid code splits, and the rates of payment for such new aid codes, in writing to Contractor as soon as practicable after such aid code splits occur. |
| 13) | Exhibit E, Additional Provisions, Section 1 Additional Incorporated Exhibits, is amended to read: |
| 1. | Additional Incorporated Exhibits | ||
| The following additional exhibits are attached, incorporated herein, and made a part hereof by this reference: |
1) Exhibit A
|
Scope of Work | 2 pages | ||
| Attachment 1 — Organization and Administration of the Plan | 4 pages | |||
| Attachment 2 — Financial Information | 4 pages | |||
| Attachment 3 — Management Information System | 2 pages | |||
| Attachment 4 — Quality Improvement System | 12 pages | |||
| Attachment 5 — Utilization Management | 4 pages | |||
| Attachment 6 — Provider Network | 8 pages | |||
| Attachment 7 — Provider Relations | 2 pages | |||
| Attachment 8 — Provider Compensation Arrangements | 6 pages | |||
| Attachment 9 — Access and Availability | 11 pages | |||
| Attachment 10 — Scope of Services | 19 pages | |||
| Attachment 11 — Case Management and Coordination of Care | 13 pages | |||
| Attachment 12 — Local Health Department Coordination | 3 pages | |||
| Attachment 13 — Member Services | 11 pages | |||
| Attachment 14 — Member Grievance System | 3 pages | |||
| Attachment 15 — Marketing | 5 pages |
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| Attachment 16 — Enrollments and Disenrollments | 5 pages | |||
| Attachment 17 — Reporting Requirements | 2 pages | |||
| Attachment 18 — Implementation Plan and Deliverables | 15 pages | |||
2) Exhibit B
|
Budget Detail and Payment Provisions | 8 pages | ||
3) Exhibit C*
|
General Terms and
Conditions: Notwithstanding provisions 15 and 18, which do not apply to this Contract. |
GTC 306* | ||
| Attachment 1 — Certifications:
Notwithstanding provisions 4, 5, and 7, which do not apply to this Contract. |
CCC-1005* | |||
| Attachment 2 — Doing Business with the
State of California: Notwithstanding provisions 4 and 6, which do not apply to this Contract. |
CCC-1005* | |||
4) Exhibit D(F)
|
Special Terms and
Conditions: Notwithstanding provisions 2, 3, 4, 5, 6, 7, 10, 11, 12, 14, 15, 16, 18, 22, 25, 27, 29, 30, and 31, which do not apply to this Contract. |
10 pages | ||
5) Exhibit E
|
Additional Provisions | 3 pages | ||
| Attachment 1 — Definitions | 17 pages | |||
| Attachment 2 — Program Terms and Conditions | 24 pages | |||
| Attachment 3 — Duties of the State | 5 pages | |||
6) Exhibit F
|
Contractor’s Release | 1 page | ||
7) Exhibit G
|
Health insurance Portability and Accountability Act | 5 pages |
| Items shown above with an Asterisk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto. These documents can be viewed at http://www.dgs.ca.gov/contracts. | ||
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| 14) | Exhibit E, Attachment 1 Definitions, Section 34 Eligible Beneficiary, is amended to read: |
| 34. | Eligible Beneficiary means any Medi-Cal beneficiary who is residing in the Contractor’s Service Area with one of the following aid codes: | ||
| Mandatory Aid Codes: | |||
| Family — 01, 02, 08, 0A, 30, 32, 33, 34, 35, 38, 39, 3A, 3C, 3E, 3G, 3H, 3L, 3M, 3N, 3P, 3R, 3U, 3W, 47, 54, 59, 5X, 72, 7A, 7X, 82, 8P, 8R | |||
| Non-Mandatory Aid Codes: | |||
| Family — 03, 04, 40, 42, 45, 4A, 4C, 4F, 4G, 4K, 4M, 5K, 7J | |||
| Aged — 10, 14, 16, 1E, 1H | |||
| Disabled — 20, 24, 26, 2E, 36, 60, 64, 66, 6A, 6C, 6E, 6H, 6J, 6N, 6P, 6V | |||
| Adult- 86 | |||
| Breast and Cervical Cancer Treatment Program (BCCTP) — ON, OP | |||
| An Eligible Beneficiary may continue to be a Member following any redetermination of Medi-Cal eligibility that determines that the individual is eligible for, and the individual thereafter enrolls in, the BCCTP. | |||
| The following exclusions apply to all the above: |
| A. | Individuals who have been approved by the Medi-Cal Field Office or the California Children Services Program for any major organ transplant that is a Medi-Cal FFS benefit except kidney transplants. | ||
| B. | Individuals who elect and are accepted to participate in the following Medi-Cal waiver programs: In-Home Medical Care Waiver, the Nursing Facility Subacute Waiver, and the Nursing Facility A/B Waiver. | ||
| C. | Individuals determined by the Medi-Cal Field Office to be in need of long term care and residing in a Skilled Nursing Facility for 30 calendar days past the month of admission. | ||
| D. | Individuals who have commercial or Medicare HMO coverage, unless the Medicare HMO is a provider under this Contract and DHS has agreed, as a term of the HMO’s contract, that these |
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| individuals may be enrolled. Individuals with Medicare fee-for-service coverage are not excluded from enrolling under this Contract. |
| 15) | Exhibit E, Attachment 2 Program Terms and Conditions, Section 13 Term, is amended to read: |
| 13. | Term | ||
| The Contract will become effective June 30, 2005, and will continue in full force and effect through December 31, 2007, subject to the provisions of Exhibit B, provision 1. Budget Contingency Clause and Exhibit D(F), provision 9. Federal Contract Funds, because the State has currently appropriated and available for encumbrance only funds to cover costs through June 30, 2005. | |||
| The term of the Contract consists of the following three periods: 1) The Implementation Period, which ended as of the effective date of this Contract; 2) The Operations Period shall commence at the conclusion of the Implementation Period, subject to DHS acceptance of the Contractor’s readiness to begin the Operations Period. The term of the Operations Period is subject to the termination provisions of provision 16. Termination, and provision 18. Sanctions, and subject to the limitation provisions of Exhibit B, provision 1. Budget Contingency Clause; and 3) The Phaseout Period shall extend for six (6) months from the end of the Operations Period, subject to provision 15. Contract Extension, in which case the Phaseout Period shall apply to the six (6) month period beginning with the first day after the end of the Operations Period, as extended. |
| 16) | Exhibit E, Attachment 2 Program Terms and Conditions, Section 34 Confidential Contract Terms, is added to read: |
| 34. | Confidential Contract Terms | ||
| The terms of this Contract are confidential and may be disclosed by the Contractor or its providers and subcontractors only in accordance with the disclosure time limits set forth in Government Code section 6254(q). |
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| 17) | Exhibit E, Attachment 2 Program Terms and Conditions, Section 35 Federal False Claim Act Compliance, is added to read: |
| 35. | Federal False Claim Act Compliance | ||
| Effective January 1, 2007, Contractor shall comply with 42 USC Section 1396a(a)(68) as a condition of receiving payments under this contract. Upon request by DHS, Contractor shall demonstrate compliance with this provision, which may include providing DHS with copies of Contractor’s applicable written policies and procedures and any relevant employee handbook excerpts. |
| 18) | All rights, duties, obligations and liabilities of the parties hereto otherwise remain unchanged. |
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ATTACHMENT 10-C
EXCLUDED DRUGS FOR ALCOHOL AND HEROIN (OPIOID) DEPENDENCE
TREATMENT
TREATMENT
Generic Name
Buprenorphine HCL
Buprenorphine HCL and Naloxone HCL dihydrate
Buprenorphine HCL and Naloxone HCL dihydrate
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ATTACHMENT 10-D
EXCLUDED DRUGS FOR THE TREATMENT OF ERECTILE
DYSFUNCTION (ED)
DYSFUNCTION (ED)
Generic Name
Alprostadil
Papaverine
Phentolamine Mesylate
Sildenafil Citrate
Tadalafil
Vardenafil HCL
Yohimbine HCL
Yohimbine HCL/Strychnine
Yohimbine HCL/Zinc Sulfate
Papaverine
Phentolamine Mesylate
Sildenafil Citrate
Tadalafil
Vardenafil HCL
Yohimbine HCL
Yohimbine HCL/Strychnine
Yohimbine HCL/Zinc Sulfate
18
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a)/15d-14(a)
UNDER THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED
RULES 13a-14(a)/15d-14(a)
UNDER THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED
I, Joseph M. Molina, M.D., certify that:
1. I
have reviewed the amended report on Form 10-Q/A for the quarter ended June 30, 2007 of Molina
Healthcare, Inc.;
2. Based on my knowledge, the report does not contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by the report;
3. Based on my knowledge, the financial statements, and other financial information included
in the report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in the report;
4. The registrant’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934, as amended), and internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended), for
the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period for which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and
presented in the report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by the report based on such evaluation; and
(d) Disclosed in the report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s auditors and to the
audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report information; and
(b) Any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrant’s internal control over financial reporting.
| /s/ Joseph M. Molina, M.D. | ||||
| Joseph M. Molina, M.D. | ||||
| Chairman of the Board, Chief Executive Officer and President |
||||
Dated:
April 14, 2008
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a)/15d-14(a)
UNDER THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED
RULES 13a-14(a)/15d-14(a)
UNDER THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED
I, John C. Molina, J.D., certify that:
1. I
have reviewed the amended report on Form 10-Q/A for the quarter ended June 30, 2007 of Molina
Healthcare, Inc.;
2. Based on my knowledge, the report does not contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by the report;
3. Based on my knowledge, the financial statements, and other financial information included
in the report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in the report;
4. The registrant’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934, as amended), and internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended), for
the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period for which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and
presented in the report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by the report based on such evaluation; and
(d) Disclosed in the report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s
fourth fiscal quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s auditors and to the
audit committee of the registrant’s board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect the
registrant’s ability to record, process, summarize and report information; and
(b) Any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrant’s internal control over financial reporting.
| /s/ John C. Molina, J.D. | ||||
| John C. Molina, J.D. | ||||
| Chief Financial Officer and Treasurer | ||||
Dated:
April 14, 2008
EXHIBIT 32.1
CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the amended report of Molina Healthcare, Inc. (the
“Company”) on Form 10-Q/A for the
period ended June 30, 2007 (the “Report”), I, Joseph M. Molina, M.D., Chief Executive Officer of
the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.
| /s/ Joseph M. Molina, M.D. | ||||
| Joseph M. Molina, M.D. | ||||
| Chairman of the Board, Chief Executive Officer and President |
||||
Dated:
April 14, 2008
EXHIBIT 32.2
CERTIFICATE PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the amended report of Molina Healthcare, Inc. (the
“Company”) on Form 10-Q/A for the
period ended June 30, 2007 (the “Report”), I, John C. Molina, J.D., Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.
| /s/ John C. Molina, J.D. | ||||
| John C. Molina, J.D. | ||||
| Chief Financial Officer and Treasurer | ||||
Dated:
April 14, 2008