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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
|
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(Address of principal executive offices)
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Title of each class
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Trading Symbol(s)
|
Name of each exchange on which registered
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|
|
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Emerging growth company
|
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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 Section13(a) of the Exchange Act.
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☐
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Exhibit No.
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Description
|
104
|
Cover Page Interactive Data File (embedded within the inline XBRL document)
|
MOLINA HEALTHCARE, INC.
|
|||
Date:
|
April 30, 2020
|
By:
|
/s/ Jeff D. Barlow
|
Jeff D. Barlow
|
|||
Chief Legal Officer and Secretary
|
Reaffirms 2020 Earnings Guidance
LONG BEACH, Calif.--(BUSINESS WIRE)--April 30, 2020--Molina Healthcare, Inc. (NYSE: MOH) today reported net income for the first quarter of 2020 of $178 million, or $2.92 per diluted share, compared to net income of $198 million, or $2.99 per diluted share, for the first quarter of 2019. Financial results for the first quarter of 2020 are summarized below:
|
Three Months Ended March 31, |
||||
2020 |
|
2019 |
|||
(In millions, except per share results) |
|||||
Premium Revenue |
$4,304 |
|
|
$3,952 |
|
Total Revenue |
$4,549 |
|
|
$4,119 |
|
Pre-Tax Income |
$253 |
|
|
$260 |
|
Net Income |
$178 |
|
|
$198 |
|
GAAP EPS – Diluted |
$2.92 |
|
|
$2.99 |
|
MCR |
86.3 |
% |
|
85.3 |
% |
G&A Ratio |
7.0 |
% |
|
7.3 |
% |
Effective Tax Rate |
29.8 |
% |
|
23.8 |
% |
After-Tax Margin |
3.9 |
% |
|
4.8 |
% |
Quarter Highlights:
“During this unprecedented time, our team has worked tirelessly to ensure that the needs of all of our constituencies continue to be addressed quickly and effectively,” said Joe Zubretsky, president and CEO. “While our financial results slightly exceeded our expectations, the true highlight of the quarter was the performance of our entire workforce and their rapid operational and clinical response across every dimension of the healthcare ecosystem: truly inspirational. Going forward, while COVID-19’s impact on the U.S. healthcare system and the overall economy may develop in unanticipated ways, we believe that, under all scenarios, government-sponsored health care will continue to play a critical role in addressing the crisis.”
Acquisition of Magellan Complete Care
On April 30, 2020, the Company entered into a definitive agreement to acquire the Magellan Complete Care (“MCC”) line of business of Magellan Health, Inc. The purchase price for the transaction is approximately $820 million, net of certain tax benefits. The Company intends to fund the purchase with cash on hand. Magellan Complete Care is a managed care organization serving members in six states. With the addition of MCC, Molina will serve more than 3.6 million members in government-sponsored healthcare programs in 18 states. This transaction is expected to close in the first quarter of 2021.
Quarterly Performance Review
Premium Revenue
Premium revenue for the first quarter of 2020 increased 8.9% to $4.3 billion, compared to $4.0 billion for the first quarter of 2019, primarily due to rate increases in the Medicaid and Medicare lines of business.
Medical Care Ratio
The consolidated MCR for the first quarter of 2020 increased to 86.3%, compared to 85.3% for the first quarter of 2019, reflecting an increase in the Marketplace MCR.
The prior period reserve development in the first quarter of 2020 was negligible. The first quarter of 2019 was positively impacted by approximately 140 basis points of favorable reserve development, primarily in the Medicaid line of business.
Given the timing of the COVID-19 outbreak and related progression, the impact of COVID-19 on the MCR was limited in the quarter.
The Company experienced medical cost pressure in the Medicaid line of business early in the quarter resulting from slightly higher than normal seasonal flu combined with early, but largely undetected COVID-19 costs diagnosed as severe respiratory illness and pneumonia. These increased costs were offset by abating medical care costs in all lines of business very late in the quarter, as elective and discretionary healthcare services began to be postponed and deferred.
MCR by line of business:
General and Administrative Expense Ratio
General and administrative expenses decreased to 7.0% of total revenues for the first quarter of 2020 due to higher revenues, compared to 7.3% for the first quarter of 2019. The current quarter also reflects incremental expense associated with the mobilization of the Company’s workforce to work at home and other new operational protocols related to COVID-19.
Balance Sheet
Cash and investments at the parent company amounted to $841 million as of March 31, 2020, compared to $997 million as of December 31, 2019.
The Company completed its $500 million share repurchase program. Pursuant to 10b5-1 trading plans, the Company purchased a total of 3.4 million shares in the first quarter of 2020 for approximately $450 million.
Cash Flow
Operating cash flows for the first quarter of 2020 amounted to $136 million, and were lower compared to the first quarter of 2019, primarily due to the normal fluctuations in timing of premium receipts and government payments as well as accelerated payments to providers in support of their cash flow which has been impacted by COVID-19.
Guidance
The Company reaffirmed its full year 2020 earnings guidance range of $11.20 to $11.70 per diluted share despite the inclusion of the following:
Full year 2020 guidance does not include:
While the timing, duration, and severity of COVID-19’s impact on the Company’s financial metrics and earnings on an intra-quarter basis and throughout the rest of the year are not entirely predictable, the Company is reaffirming the following full year 2020 guidance:
Full Year 2020 Guidance |
|||
Total Revenue |
|
~$18.3B |
|
GAAP EPS – Diluted |
|
$11.20 - $11.70 |
|
|
|
|
|
Ratios: |
|
|
|
MCR |
|
86.2% - 86.4% |
|
G&A |
|
~7.2% |
|
After-Tax Margin |
|
3.7% - 3.8% |
|
___________________________________ | |||
All amounts are rounded and approximations. |
Conference Call
Management will host a conference call and webcast to discuss Molina Healthcare’s first quarter 2020 results at 8:00 a.m. Eastern Time on Friday, May 1, 2020. The number to call for the interactive teleconference is (877) 883-0383 and the confirmation number is 9792454. A telephonic replay of the conference call will be available through Friday, May 8, 2020, by dialing (877) 344-7529 and entering confirmation number 10140845. A live audio broadcast of this conference call will be available on Molina Healthcare’s website, molinahealthcare.com. A 30-day online replay will be available approximately an hour following the conclusion of the live broadcast.
About Molina Healthcare
Molina Healthcare, Inc., a FORTUNE 500 company, provides managed healthcare services under the Medicaid and Medicare programs and through the state insurance marketplaces. Through its locally operated health plans, Molina Healthcare served approximately 3.4 million members as of March 31, 2020. For more information about Molina Healthcare, please visit molinahealthcare.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This earnings release and our accompanying oral remarks contain forward-looking statements regarding our 2020 guidance, as well as our plans, expectations, and our anticipation regarding future developments. Actual results could differ materially due to numerous known and unknown risks and uncertainties. These risks and uncertainties are discussed under the headings “Forward-Looking Statements” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, and also in our Quarterly Report on Form 10-Q for the period ended March 31, 2020.
These reports can be accessed under the investor relations tab of our website or on the SEC’s website at sec.gov. Given these risks and uncertainties, we can give no assurances that our forward-looking statements will prove to be accurate, or that any other results or developments projected or contemplated by our forward-looking statements will in fact occur, and we caution investors not to place undue reliance on these statements. All forward-looking statements in this release represent our judgment as of April 30, 2020, and, except as otherwise required by law, we disclaim any obligation to update any forward-looking statement to conform the statement to actual results or changes in our expectations.
MOLINA HEALTHCARE, INC. UNAUDITED CONSOLIDATED STATEMENTS OF INCOME |
|||||||
|
Three Months Ended |
||||||
|
March 31, |
||||||
|
2020 |
|
2019 |
||||
|
(In millions, except per‑share amounts) |
||||||
Revenue: |
|
|
|
||||
Premium revenue |
$ |
4,304 |
|
|
$ |
3,952 |
|
Premium tax revenue |
150 |
|
|
138 |
|
||
Health insurer fees reimbursed |
66 |
|
|
— |
|
||
Investment income and other revenue |
29 |
|
|
29 |
|
||
Total revenue |
4,549 |
|
|
4,119 |
|
||
Operating expenses: |
|
|
|
||||
Medical care costs |
3,716 |
|
|
3,371 |
|
||
General and administrative expenses |
317 |
|
|
302 |
|
||
Premium tax expenses |
150 |
|
|
138 |
|
||
Health insurer fees |
68 |
|
|
— |
|
||
Depreciation and amortization |
20 |
|
|
25 |
|
||
Other |
4 |
|
|
3 |
|
||
Total operating expenses |
4,275 |
|
|
3,839 |
|
||
Operating income |
274 |
|
|
280 |
|
||
Other expenses, net: |
|
|
|
||||
Interest expense |
21 |
|
|
23 |
|
||
Other income, net |
— |
|
|
(3 |
) |
||
Total other expenses, net |
21 |
|
|
20 |
|
||
Income before income tax expense |
253 |
|
|
260 |
|
||
Income tax expense |
75 |
|
|
62 |
|
||
Net income |
$ |
178 |
|
|
$ |
198 |
|
|
|
|
|
||||
Net income per share - Diluted |
$ |
2.92 |
|
|
$ |
2.99 |
|
|
|
|
|
||||
Diluted weighted average shares outstanding |
61.0 |
|
|
66.2 |
|
||
|
|
|
|
||||
Operating Statistics: |
|
|
|
||||
Medical care ratio |
86.3 |
% |
|
85.3 |
% |
||
G&A ratio |
7.0 |
% |
|
7.3 |
% |
||
Premium tax ratio |
3.4 |
% |
|
3.4 |
% |
||
Effective income tax rate |
29.8 |
% |
|
23.8 |
% |
||
After-tax margin |
3.9 |
% |
|
4.8 |
% |
MOLINA HEALTHCARE, INC.
CONSOLIDATED BALANCE SHEETS |
|||||||
|
March 31, |
|
Dec. 31, |
||||
|
2020 |
|
2019 |
||||
|
Unaudited |
|
|
||||
|
(Dollars in millions, except per-share amounts) |
||||||
ASSETS |
|||||||
Current assets: |
|
|
|
||||
Cash and cash equivalents |
$ |
2,365 |
|
|
$ |
2,452 |
|
Investments |
2,010 |
|
|
1,946 |
|
||
Receivables |
1,603 |
|
|
1,406 |
|
||
Prepaid expenses and other current assets |
346 |
|
|
163 |
|
||
Total current assets |
6,324 |
|
|
5,967 |
|
||
Property, equipment, and capitalized software, net |
385 |
|
|
385 |
|
||
Goodwill and intangible assets, net |
168 |
|
|
172 |
|
||
Restricted investments |
82 |
|
|
79 |
|
||
Deferred income taxes |
71 |
|
|
79 |
|
||
Other assets |
99 |
|
|
105 |
|
||
Total assets |
$ |
7,129 |
|
|
$ |
6,787 |
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|||||||
Current liabilities: |
|
|
|
||||
Medical claims and benefits payable |
$ |
1,981 |
|
|
$ |
1,854 |
|
Amounts due government agencies |
777 |
|
|
664 |
|
||
Accounts payable, accrued liabilities and other |
743 |
|
|
484 |
|
||
Deferred revenue |
43 |
|
|
249 |
|
||
Current portion of long-term debt |
26 |
|
|
18 |
|
||
Total current liabilities |
3,570 |
|
|
3,269 |
|
||
Long-term debt |
1,596 |
|
|
1,237 |
|
||
Finance lease liabilities |
229 |
|
|
231 |
|
||
Other long-term liabilities |
87 |
|
|
90 |
|
||
Total liabilities |
5,482 |
|
|
4,827 |
|
||
Stockholders’ equity: |
|
|
|
||||
Common stock, $0.001 par value, 150 million shares authorized; outstanding: 59 million shares at March 31, 2020, and 62 million shares at December 31, 2019 |
— |
|
|
— |
|
||
Preferred stock, $0.001 par value; 20 million shares authorized, no shares issued and outstanding |
— |
|
|
— |
|
||
Additional paid-in capital |
140 |
|
|
175 |
|
||
Accumulated other comprehensive (loss) income |
(15 |
) |
|
4 |
|
||
Retained earnings |
1,522 |
|
|
1,781 |
|
||
Total stockholders’ equity |
1,647 |
|
|
1,960 |
|
||
Total liabilities and stockholders’ equity |
$ |
7,129 |
|
|
$ |
6,787 |
|
MOLINA HEALTHCARE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
|||||||
|
Three Months Ended |
||||||
|
March 31, |
||||||
|
2020 |
|
2019 |
||||
|
(In millions) |
||||||
Operating activities: |
|
|
|
||||
Net income |
$ |
178 |
|
|
$ |
198 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
||||
Depreciation and amortization |
20 |
|
|
25 |
|
||
Deferred income taxes |
14 |
|
|
15 |
|
||
Share-based compensation |
12 |
|
|
9 |
|
||
Gain on debt repayment |
— |
|
|
(3 |
) |
||
Other, net |
(3 |
) |
|
6 |
|
||
Changes in operating assets and liabilities: |
|
|
|
||||
Receivables |
(197 |
) |
|
(29 |
) |
||
Prepaid expenses and other current assets |
(229 |
) |
|
20 |
|
||
Medical claims and benefits payable |
127 |
|
|
34 |
|
||
Amounts due government agencies |
113 |
|
|
(35 |
) |
||
Accounts payable, accrued liabilities and other |
247 |
|
|
(30 |
) |
||
Deferred revenue |
(206 |
) |
|
(4 |
) |
||
Income taxes |
60 |
|
|
43 |
|
||
Net cash provided by operating activities |
136 |
|
|
249 |
|
||
Investing activities: |
|
|
|
||||
Purchases of investments |
(578 |
) |
|
(185 |
) |
||
Proceeds from sales and maturities of investments |
493 |
|
|
366 |
|
||
Purchases of property, equipment, and capitalized software |
(21 |
) |
|
(6 |
) |
||
Other, net |
3 |
|
|
(4 |
) |
||
Net cash (used in) provided by investing activities |
(103 |
) |
|
171 |
|
||
Financing activities: |
|
|
|
||||
Common stock purchases |
(453 |
) |
|
— |
|
||
Proceeds from borrowings under term loan facility |
380 |
|
|
100 |
|
||
Cash paid for partial termination of warrants |
(30 |
) |
|
(103 |
) |
||
Cash paid for partial settlement of conversion option |
(27 |
) |
|
(115 |
) |
||
Cash received for partial settlement of call option |
27 |
|
|
115 |
|
||
Repayment of principal amount of convertible senior notes |
(12 |
) |
|
(46 |
) |
||
Other, net |
(3 |
) |
|
1 |
|
||
Net cash used in financing activities |
(118 |
) |
|
(48 |
) |
||
Net (decrease) increase in cash, cash equivalents, and restricted cash and cash equivalents |
(85 |
) |
|
372 |
|
||
Cash, cash equivalents, and restricted cash and cash equivalents at beginning of period |
2,508 |
|
|
2,926 |
|
||
Cash, cash equivalents, and restricted cash and cash equivalents at end of period |
$ |
2,423 |
|
|
$ |
3,298 |
|
MOLINA HEALTHCARE, INC.
UNAUDITED HEALTH PLANS SEGMENT DATA (Dollars in millions) |
||||||||
|
March 31, |
|
Dec. 31, |
|
March 31, |
|||
|
2020 |
|
2019 |
|
2019 |
|||
Ending Membership by Government Program: |
|
|
|
|
|
|||
Medicaid |
2,970,000 |
|
|
2,956,000 |
|
|
2,964,000 |
|
Medicare |
105,000 |
|
|
101,000 |
|
|
97,000 |
|
Marketplace |
329,000 |
|
|
274,000 |
|
|
332,000 |
|
Total |
3,404,000 |
|
|
3,331,000 |
|
|
3,393,000 |
|
|
|
|
|
|
|
|||
Ending Membership by Health Plan: |
|
|
|
|
|
|||
California |
550,000 |
|
|
565,000 |
|
|
600,000 |
|
Florida |
123,000 |
|
|
132,000 |
|
|
144,000 |
|
Illinois |
230,000 |
|
|
224,000 |
|
|
219,000 |
|
Michigan |
367,000 |
|
|
362,000 |
|
|
369,000 |
|
Ohio |
300,000 |
|
|
288,000 |
|
|
295,000 |
|
Puerto Rico |
170,000 |
|
|
176,000 |
|
|
207,000 |
|
South Carolina |
136,000 |
|
|
131,000 |
|
|
126,000 |
|
Texas |
345,000 |
|
|
341,000 |
|
|
377,000 |
|
Washington |
878,000 |
|
|
832,000 |
|
|
815,000 |
|
Other (1) |
305,000 |
|
|
280,000 |
|
|
241,000 |
|
Total |
3,404,000 |
|
|
3,331,000 |
|
|
3,393,000 |
|
__________________ | ||
(1) |
“Other” includes the Idaho, Mississippi, New Mexico, New York, Utah and Wisconsin health plans, which are not individually significant to the Company’s consolidated operating results. |
|
Three Months Ended March 31, |
||||||||||||||||||||
|
2020 |
|
2019 |
||||||||||||||||||
|
Premium Revenue |
|
Medical Care Costs |
|
MCR (1) |
|
Premium Revenue |
|
Medical Care Costs |
|
MCR (1) |
||||||||||
|
|
|
|
|
|
||||||||||||||||
Medicaid |
$ |
3,286 |
|
|
$ |
2,921 |
|
|
88.9 |
% |
|
$ |
3,004 |
|
|
$ |
2,658 |
|
|
88.5 |
% |
Medicare |
634 |
|
|
517 |
|
|
81.7 |
|
|
551 |
|
|
466 |
|
|
84.7 |
|
||||
Marketplace |
384 |
|
|
278 |
|
|
72.3 |
|
|
397 |
|
|
247 |
|
|
62.2 |
|
||||
Consolidated |
$ |
4,304 |
|
|
$ |
3,716 |
|
|
86.3 |
% |
|
$ |
3,952 |
|
|
$ |
3,371 |
|
|
85.3 |
% |
__________________ |
||
(1) |
The MCR represents medical costs as a percentage of premium revenue. |
MOLINA HEALTHCARE, INC.
CHANGE IN MEDICAL CLAIMS AND BENEFITS PAYABLE
(Dollars in millions)
The Company’s claims liability includes a provision for adverse claims deviation based on historical experience and other factors including, but not limited to, variations in claims payment patterns, changes in utilization and cost trends, known outbreaks of disease, and large claims. The Company’s reserving methodology is consistently applied across all periods presented. The amounts displayed for “Components of medical care costs related to: Prior period” represent the amount by which the original estimate of claims and benefits payable at the beginning of the period was more than the actual amount of the liability based on information (principally the payment of claims) developed since that liability was first reported. The following table presents the components of the change in medical claims and benefits payable for the periods indicated:
|
Three Months Ended March 31, |
|
Year Ended Dec. 31, 2019 |
||||||||
|
2020 |
|
2019 |
|
|||||||
|
Unaudited |
|
|
||||||||
Medical claims and benefits payable, beginning balance |
$ |
1,854 |
|
|
$ |
1,961 |
|
|
$ |
1,961 |
|
Components of medical care costs related to: |
|
|
|
|
|
||||||
Current period |
3,817 |
|
|
3,560 |
|
|
14,176 |
|
|||
Prior period |
(101 |
) |
|
(189 |
) |
|
(271 |
) |
|||
Total medical care costs |
3,716 |
|
|
3,371 |
|
|
13,905 |
|
|||
Change in non-risk and other provider payables |
(10 |
) |
|
171 |
|
|
24 |
|
|||
Payments for medical care costs related to: |
|
|
|
|
|
||||||
Current period |
2,274 |
|
|
2,197 |
|
|
12,554 |
|
|||
Prior period |
1,305 |
|
|
1,311 |
|
|
1,482 |
|
|||
Total paid |
3,579 |
|
|
3,508 |
|
|
14,036 |
|
|||
Medical claims and benefits payable, ending balance |
$ |
1,981 |
|
|
$ |
1,995 |
|
|
$ |
1,854 |
|
|
|
|
|
|
|
||||||
Days in claims payable, fee for service (1) |
49 |
|
|
52 |
|
|
50 |
|
______________________ |
||
(1) |
Claims payable includes primarily claims incurred but not paid, or IBNP. It also includes certain fee-for-service payables reported in medical claims and benefits payable amounting to $64 million, $51 million and $50 million, as of March 31, 2020, March 31, 2019, and December 31, 2019, respectively. |
MOLINA HEALTHCARE, INC.
RECONCILIATION OF UNAUDITED NON-GAAP FINANCIAL MEASURES
(In millions, except per diluted share amounts)
The Company believes that certain non-generally accepted accounting principles, or non-GAAP, financial measures are useful supplemental measures to investors in comparing the Company’s performance to the performance of other public companies in the health care industry. These non-GAAP financial measures, presented below, should be considered as supplements to, and not as substitutes for or superior to, GAAP measures.
Earnings before interest, taxes, depreciation and amortization (“EBITDA”): Net income on a GAAP basis less depreciation, and amortization of intangible assets and capitalized software, interest expense and income tax expense. The Company believes that EBITDA is helpful to investors in assessing the Company’s ability to meet the cash demands of its operating units.
|
Three Months Ended March 31, |
||||||
2020 |
|
2019 |
|||||
Net income |
$ |
178 |
|
|
$ |
198 |
|
Adjustments: |
|
|
|
||||
Depreciation, and amortization of intangible assets and capitalized software |
20 |
|
|
25 |
|
||
Interest expense |
21 |
|
|
23 |
|
||
Income tax expense |
75 |
|
|
62 |
|
||
EBITDA |
$ |
294 |
|
|
$ |
308 |
|
Adjusted net income: Net income on a GAAP basis less amortization of intangible assets, restructuring costs, gain on debt repayment, and the aggregate income tax effect calculated at the statutory tax rate. The Company believes that adjusted net income is helpful to investors in assessing the Company’s financial performance exclusive of the non-cash impact of the amortization of purchased intangibles and the impact of certain expenses and other items that management believes are not indicative of longer-term business trends and operations.
Adjusted net income per diluted share: Adjusted net income divided by weighted average common shares outstanding on a fully diluted basis.
|
Three Months Ended March 31, |
||||||||||||||
2020 |
|
2019 |
|||||||||||||
|
Amount |
|
Per Diluted Share |
|
Amount |
|
Per Diluted Share |
||||||||
Net income |
$ |
178 |
|
|
$ |
2.92 |
|
|
$ |
198 |
|
|
$ |
2.99 |
|
Adjustments: |
|
|
|
|
|
|
|
||||||||
Amortization of intangible assets |
4 |
|
|
0.06 |
|
|
5 |
|
|
0.07 |
|
||||
Restructuring costs |
4 |
|
|
0.07 |
|
|
3 |
|
|
0.04 |
|
||||
Gain on debt repayment |
— |
|
|
— |
|
|
(3 |
) |
|
(0.04 |
) |
||||
Subtotal, adjustments |
8 |
|
|
0.13 |
|
|
5 |
|
|
0.07 |
|
||||
Income tax effect (1) |
(2 |
) |
|
(0.03 |
) |
|
(1 |
) |
|
(0.02 |
) |
||||
Adjustments, net of tax effect |
6 |
|
|
0.10 |
|
|
4 |
|
|
0.05 |
|
||||
Adjusted net income |
$ |
184 |
|
|
$ |
3.02 |
|
|
$ |
202 |
|
|
$ |
3.04 |
|
________________________
(1) |
Income tax effect of adjustments calculated at the blended federal and state statutory tax rate of 23.1% and 22.6% for 2020, and 2019, respectively. |
Investor Contact: Julie Trudell, Julie.Trudell@molinahealthcare.com, 562-912-6720
Media Contact: Caroline Zubieta, Caroline.Zubieta@molinahealthcare.com, 562-951-1588
Adds Strategically and Financially Attractive Assets to Portfolio
Enters Three New States, Arizona, Massachusetts, and Virginia, and Expands into New York City
Maintains Continuity of Care for Magellan Complete Care Members and Stability for State Partners
LONG BEACH, Calif.--(BUSINESS WIRE)--April 30, 2020--Molina Healthcare, Inc. (NYSE: MOH) (“Molina”) announced today that it has entered into a definitive agreement to acquire the Magellan Complete Care (“MCC”) line of business of Magellan Health, Inc. The purchase price for the transaction is approximately $820 million, net of certain tax benefits. Molina intends to fund the purchase with cash on hand.
Magellan Complete Care is a managed care organization serving members in six states including Arizona and statewide in Virginia. Through its Senior Whole Health branded plans, MCC provides fully integrated plans for Medicaid and Medicare dual beneficiaries in Massachusetts, as well as Managed Long Term Care (“MLTC”, commonly known nationally as “MLTSS”) in New York. As of December 31, 2019, MCC served approximately 155,000 members, with full year 2019 revenues greater than $2.7 billion.
With the addition of MCC, Molina will serve more than 3.6 million members in government-sponsored healthcare programs in 18 states and will have 2020 pro-forma projected revenue of over $20 billion.
Molina believes that the acquisition of the MCC assets represents a strong strategic fit with its portfolio of core Medicaid, high-acuity, and duals businesses. It also creates new markets for growth opportunities in Medicare and Marketplace in an expanded Medicaid footprint. Finally, the addition of MLTSS lives will further strengthen Molina’s leadership and geographic breadth in the important MLTSS growth area.
“Acquiring MCC expands our geographic footprint in our core businesses of managed Medicaid, dual eligibles, and long-term services and supports,” said Joe Zubretsky, president and chief executive officer of Molina. “We believe it will allow us to scale our enterprise-wide platforms and benefit from both operating and fixed cost leverage. The acquisition plays to our strengths where our demonstrated operating capabilities put us in a unique position to improve the business’s margins,” Mr. Zubretsky continued. “We will also intensely focus on maintaining the continuity of care for MCC’s members and stability for its state partners. These considerations have added importance in this current and challenging environment.”
Compelling Strategic and Financial Benefits
The transaction is subject to federal and state regulatory approvals, and other customary closing conditions. In connection with this transaction, Magellan Health, Inc. has agreed to provide certain transition services following the closing. The transaction is expected to close in the first quarter of 2021.
Advisors
Barclays acted as financial advisor, and Sheppard Mullin and Latham & Watkins acted as legal advisors to Molina.
Conference Call Details
Management will discuss this transaction in its regularly scheduled first quarter 2020 earnings conference call and webcast at 8:00 a.m. Eastern Time on Friday, May 1, 2020. The number to call for the interactive teleconference is (877) 883-0383 and the confirmation number is 9792454. A telephonic replay of the conference call will be available through Friday, May 8, 2020, by dialing (877) 344-7529 and entering confirmation number 10140845. A live audio broadcast of this conference call will be available on Molina Healthcare’s website, molinahealthcare.com. A 30-day online replay will be available approximately an hour following the conclusion of the live broadcast.
About Molina Healthcare
Molina Healthcare, Inc., a FORTUNE 500 company, provides managed health care services under the Medicaid and Medicare programs and through the state insurance marketplaces. Through its locally operated health plans, Molina Healthcare served approximately 3.4 million members as of March 31, 2020. For more information about Molina Healthcare, please visit molinahealthcare.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This press release contains “forward-looking statements” regarding the proposed acquisition by Molina of the Magellan Complete Care line of business from Magellan Health. All forward-looking statements are based on current expectations that are subject to numerous risk factors that could cause actual results to differ materially. Such risk factors include, without limitation, risks related to the following:
Additional information regarding the risk factors to which Molina is subject is provided in greater detail in its periodic reports and filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K. These reports can be accessed under the investor relations tab of Molina’s website or on the SEC’s website at sec.gov. Given these risks and uncertainties, Molina cannot give assurances that its forward-looking statements will prove to be accurate, or that any other results or events projected or contemplated by its forward-looking statements will in fact occur, and Molina cautions investors not to place undue reliance on these statements. All forward-looking statements in this release represent Molina’s judgment as of the date hereof, and it disclaims any obligation to update any forward-looking statements to conform the statement to actual results or changes in its expectations that occur after the date of this release. Given these risks and uncertainties, Molina can give no assurances that its forward-looking statements will prove to be accurate, or that any other results or events projected or contemplated by its forward-looking statements will in fact occur, and it cautions investors not to place undue reliance on these statements. All forward-looking statements in this release represent the Molina’s judgment as of April 30, 2020, and, except as otherwise required by law, Molina disclaims any obligation to update any forward-looking statements to conform the statement to actual results or changes in its expectations.
Investor Contact: Julie Trudell, Julie.Trudell@molinahealthcare.com, 562-912-6720
Media Contact: Caroline Zubieta, Caroline.Zubieta@molinahealthcare.com, 562-951-1588