UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2018
WellCare Health Plans, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-32209 | 47-0937650 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
8735 Henderson Road, Renaissance One
Tampa, Florida 33634
(Address of Principal Executive Offices, including Zip Code)
(813) 290-6200
(Registrants Telephone Number, including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
On May 28, 2018, The WellCare Management Group, Inc. (the Acquiror ), a wholly-owned subsidiary of WellCare Health Plans, Inc. (the Company ), entered into a definitive Transaction Agreement (the Transaction Agreement ) with Caidan Management Company, LLC ( Caidan Management ), MeridianRx, LLC ( MeridianRx ), Caidan Holding Company ( Holdings and, together with Caidan Management and MeridianRx, the Meridian Group ), and Caidan Enterprises, Inc. (the Seller ). As previously disclosed in its Current Report on Form 8-K, filed on May 29, 2018, on the terms and subject to the conditions set forth in the Transaction Agreement, the Company will acquire the Meridian Group (including Meridian Health Plan of Illinois, Inc., Meridian Health Plan of Michigan, Inc. and MeridianRx) from Seller for an aggregate purchase price of approximately $2.5 billion in cash, subject to a possible purchase price reduction of up to $100 million and other customary purchase price adjustments (the Transaction ).
Item 7.01 Regulation FD Disclosure.
On August 6, 2018, the Company issued a press release announcing the offering of the Notes described in the first paragraph of Item 8.01 below. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Also on August 6, 2018, the Company issued a press release announcing the offering of its common stock described in the second paragraph of Item 8.01 below. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference. Additional information relating to the offering is included in the Investor Presentation attached to this Current Report on Form 8-K as Exhibit 99.3.
The information under this Item 7.01 along with Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 attached hereto are being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act ), nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended (the Securities Act ), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 attached hereto is not intended to constitute a determination by the Company that the information is material or that the dissemination of the information is required by Regulation FD.
Item 8.01. Other Events.
On August 6, 2018, the Company announced the offering of $700.0 million aggregate principal amount of senior notes due 2026 (the Notes ). The Notes have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.
Also on August 6, 2018, the Company announced the offering of 3,990,712 shares of its common stock pursuant to a registration statement and a related prospectus supplement filed by the Company with the U.S. Securities and Exchange Commission (the SEC ).
Included in this Current Report on Form 8-K as Exhibit 99.4 are the audited consolidated financial statements of the Seller for the periods described in the first paragraph of Item 9.01(a) below, the notes related thereto and the related Report of Independent Registered Public Accounting Firm. Included in this Current Report on Form 8-K as Exhibit 99.5 are the unaudited condensed consolidated financial statements of the Seller for the periods described in the second paragraph of Item 9.01(a) below and the notes related thereto.
Also included in this Current Report on Form 8-K as Exhibit 99.6 is the pro forma financial information described in Item 9.01(b) below.
Cautionary Statement Regarding Forward-Looking Statements
These materials contain forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as expects, anticipates, intends, plans, believes, estimates, will and similar expressions are forward-looking statements. For example, statements regarding the Companys financial outlook, and the timing, closing, manner of payment and financial impact of the pending transaction contain forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause the Companys actual future results to differ materially from those projected or contemplated in the forward-looking statements. These risks and uncertainties include, but are not limited to, the ability to complete the transaction in a timely manner or at all (which may adversely affect the Companys business and the price of the common stock of the Company), the failure to satisfy the conditions to the consummation of the transaction (including the receipt of certain governmental and regulatory approvals), any requirements that may be imposed by governmental or regulatory authorities as a condition to approving the transaction, adjustments to the purchase price, the ability to achieve expected synergies within the expected time frames or at all, the ability to achieve accretion to the Companys earnings, revenues or other benefits expected, disruption to business relationships, operating results, and business generally of the Company and/or the Meridian Group and the ability to retain Meridian Group employees, the availability of debt and equity financing, the Companys progress on top priorities such as improving healthcare quality and access, ensuring a competitive cost position, and delivering prudent, profitable growth, the Companys ability to effectively estimate and manage growth, the Companys ability to effectively execute and integrate acquisitions, potential reductions in Medicaid and Medicare revenue, the Companys ability to estimate and manage medical benefits expense effectively, including through its vendors, its ability to negotiate actuarially sound rates, especially in new programs with limited experience, the appropriation and payment by state governments of Medicaid premiums receivable, the outcome of any protests and litigation related to Medicaid awards, the approval of Medicaid contracts by CMS, any changes to the programs or contracts, the Companys ability to address operational challenges related to new business, and the Companys ability to meet the requirements of readiness reviews. Given the risks and uncertainties inherent in forward-looking statements, any of the Companys forward-looking statements could be incorrect and investors are cautioned not to place undue reliance on any of our forward-looking statements.
Additional information concerning these and other important risks and uncertainties can be found in the Companys filings with the SEC, included under the captions Forward-Looking Statements and Risk Factors in the Companys Annual Report on Form 10-K for the year ended December 31, 2017, and in the Companys Quarterly Reports on Form 10-Q for the quarter ended March 31, 2018 and June 30, 2018, which contain discussions of the Companys business and the various factors that may affect it. Subsequent events and developments may cause actual results to differ, perhaps materially, from the Companys forward-looking statements. The Companys forward-looking statements speak only as of the date on which the statements are made. The Company undertakes no duty, and expressly disclaims any obligation, to update these forward-looking statements to reflect any future events, developments or otherwise.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements.
The historical audited consolidated financial statements and related notes of the Seller as of and for the years ended December 31, 2017 and 2016 are filed herewith as Exhibit 99.4 and incorporated herein by reference.
The historical unaudited condensed consolidated financial statements and related notes of the Seller as of and for the three months ended March 31, 2018 and 2017 are filed herewith as Exhibit 99.5 and incorporated herein by reference.
(b) Pro forma financial information.
Unaudited pro forma condensed combined financial statements and related notes of the Company, giving effect to the Transaction, as of and for the three and twelve months ended March 31, 2018 and for the year ended December 31, 2017, are filed herewith as Exhibit 99.6 and incorporated herein by reference.
(d) Exhibits.
The following exhibits are filed or furnished, as applicable, as part of this current report:
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 hereunto duly authorized.
WELLCARE HEALTH PLANS, INC. | ||||||
Date: August 6, 2018 | By: | /s/ Andrew L. Asher | ||||
Name: Andrew L. Asher | ||||||
Title: Executive Vice President and Chief Financial Officer |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in Registration Statement No. 333-207839 on Form S-3 and Registration Statement Nos. 333-188798, 333-160275, 333-166640, 333-140753, 333-131908, and 333-120257 on Form S-8 of WellCare Health Plans, Inc. (WellCare) of our report dated July 10, 2018, relating to the consolidated financial statements of Caidan Enterprises, Inc. and its subsidiaries appearing in this Current Report on Form 8-K of WellCare.
/s/ Plante Moran, PLLC
Detroit, Michigan
August 6, 2018
Exhibit 99.1
WellCare Announces Offering of $700 Million Senior Notes
TAMPA, Fla. (Aug. 6, 2018) WellCare Health Plans, Inc. (NYSE: WCG) (WellCare or the Company) announced today that it intends to offer for sale $700 million aggregate principal amount of senior notes due 2026 (the notes).
WellCare intends to use the net proceeds from the offering to fund a portion of the cash consideration for the Companys previously announced acquisition (the Acquisition) of Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc. and MeridianRx, a pharmacy benefit manager, (collectively, Meridian) to pay related fees and expenses and for general corporate purposes. If the Acquisition is not completed for any reason, WellCare will be required to redeem the notes, in whole, at a redemption price equal to 100% of the aggregate principal amount of the notes, plus accrued and unpaid interest. The offering is not contingent upon the consummation of the Acquisition, which the Company expects to close in the next few months, subject to the satisfaction of certain closing conditions, including the receipt of regulatory approvals.
The notes will be offered and sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and outside the United States pursuant to Regulation S under the Securities Act. The notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell the notes nor a solicitation for an offer to purchase the notes.
About WellCare Health Plans, Inc.
Headquartered in Tampa, Fla., WellCare Health Plans, Inc. (NYSE: WCG) focuses exclusively on providing government-sponsored managed care services, primarily through Medicaid, Medicare Advantage and Medicare Prescription Drug Plans, to families, children, seniors and individuals with complex medical needs. The company served approximately 4.4 million members nationwide as of June 30, 2018. For more information about WellCare, please visit the Companys website at www.wellcare.com .
Cautionary Statement Regarding Forward-Looking Statements
This news release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as expects, anticipates, intends, plans, believes, estimates, will and similar expressions are forward-looking statements. Statements regarding the offering and the Acquisition contain forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause actual future results to differ materially from those projected or contemplated in the forward-looking statements. These risks and uncertainties include, but are not limited to, the ability to complete the offering and the Acquisition in a timely manner or at all (which may adversely
affect WellCares business), the failure to satisfy the conditions to the consummation of the Acquisition (including the receipt of certain governmental and regulatory approvals) and any requirements that may be imposed by governmental or regulatory authorities as a condition to approving the Acquisition. Given the risks and uncertainties inherent in forward-looking statements, any of WellCares forward-looking statements could be incorrect and investors are cautioned not to place undue reliance on any of our forward-looking statements.
Additional information concerning these and other important risks and uncertainties can be found in the Companys filings with the U.S. Securities and Exchange Commission, included under the captions Forward-Looking Statements and Risk Factors in the Companys Annual Report on Form 10-K for the year ended December 31, 2017 and in the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, which contain discussions of WellCares business and the various factors that may affect it. Subsequent events and developments may cause actual results to differ, perhaps materially, from WellCares forward-looking statements. WellCares forward-looking statements speak only as of the date on which the statements are made. WellCare undertakes no duty, and expressly disclaims any obligation, to update these forward-looking statements to reflect any future events, developments or otherwise.
CONTACTS: | ||||
Investors | Media | |||
Beau Garverick | Chris Curran | |||
813-206-2329 | 813-206-5428 | |||
beau.garverick@wellcare.com | chris.curran@wellcare.com | |||
Matt Humphries 813-206-6096 matt.humphries@wellcare.com |
Exhibit 99.2
WellCare Announces Offering of Common Stock
TAMPA, Fla. (Aug. 6, 2018) WellCare Health Plans, Inc. (NYSE: WCG) (the Company or WellCare) announced today that it intends to offer for sale 3,990,712 shares of its common stock (the common stock). SunTrust Robinson Humphrey and J.P. Morgan will serve as joint book-running managers and as representatives of the underwriters for the offering. Goldman Sachs & Co. LLC and Wells Fargo Securities will also serve as joint book-running managers for the offering. The Company will grant the underwriters an option for 30 days to purchase up to an additional 598,606 shares of common stock.
WellCare intends to use the net proceeds from the offering to fund a portion of the cash consideration for the Companys previously announced acquisition (the Acquisition) of Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc. and MeridianRx, a pharmacy benefit manager, (collectively, Meridian) to pay related fees and expenses and for general corporate purposes. If the Acquisition is not completed for any reason, WellCare will use the net proceeds from the offering for general corporate purposes. The offering is not contingent upon the consummation of the Acquisition, which the Company expects to close in the next few months, subject to the satisfaction of certain closing conditions, including the receipt of regulatory approvals.
The common stock will be issued pursuant to a prospectus supplement and an accompanying prospectus filed as part of an effective shelf registration statement filed with the Securities and Exchange Commission (the SEC) on Form S-3. Copies of the prospectus supplement and the accompanying prospectus may be obtained by contacting any joint book-running manager using the information provided below. An electronic copy of the prospectus supplement, together with the accompanying prospectus, is also available on the SECs website, www.sec.gov .
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About WellCare Health Plans, Inc.
Headquartered in Tampa, Fla., WellCare Health Plans, Inc. (NYSE: WCG) focuses exclusively on providing government-sponsored managed care services, primarily through Medicaid, Medicare Advantage and Medicare Prescription Drug Plans, to families, children, seniors and individuals with complex medical needs. The company served approximately 4.4 million members nationwide as of June 30, 2018. For more information about WellCare, please visit the Companys website at www.wellcare.com .
Joint Book-Running Managers Contact Information
SunTrust Robinson Humphrey, Inc. 3333 Peachtree Road NE 9th Floor Atlanta, GA 30326 Attn: Prospectus Department Toll-free: 404-926-5744 Email: strh.prospectus@suntrust.com |
J.P. Morgan Securities LLC c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewater, NY 11717 Toll-free: 866-803-9204 |
|
Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 Attn: prospectus-ny@ny.email.gs.com Toll-free: 866-471-2526 Email: prospectus-ny@ny.email.gs.com |
Wells Fargo Securities 375 Park Avenue New York, NY 10152 Attn: Equity Syndicate Department Toll-free: 800-326-5897 Email: cmclientsupport@wellsfargo.com |
Cautionary Statement Regarding Forward-Looking Statements
This news release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as expects, anticipates, intends, plans, believes, estimates, will and similar expressions are forward-looking statements. Statements regarding the offering and the Acquisition contain forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause actual future results to differ materially from those projected or contemplated in the forward-looking statements. These risks and uncertainties include, but are not limited to, the ability to complete the offering and the Acquisition in a timely manner or at all (which may adversely affect WellCares business), the failure to satisfy the conditions to the consummation of the Acquisition (including the receipt of certain governmental and regulatory approvals) and any requirements that may be imposed by governmental or regulatory authorities as a condition to approving the Acquisition. Given the risks and uncertainties inherent in forward-looking statements, any of WellCares forward-looking statements could be incorrect and investors are cautioned not to place undue reliance on any of our forward-looking statements.
Additional information concerning these and other important risks and uncertainties can be found in the Companys filings with the U.S. Securities and Exchange Commission, included under the captions Forward-Looking Statements and Risk Factors in the Companys Annual Report on Form 10-K for the year ended December 31, 2017 and in the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, which contain discussions of WellCares business and the various factors that may affect it. Subsequent events and developments may cause actual results to differ, perhaps materially, from WellCares forward-looking statements. WellCares forward-looking statements speak only as of the date on which the statements are made. WellCare undertakes no duty, and expressly disclaims any obligation, to update these forward-looking statements to reflect any future events, developments or otherwise.
CONTACTS:
Investors | Media | |
Beau Garverick | Chris Curran | |
813-206-2329 | 813-206-5428 | |
beau.garverick@wellcare.com | chris.curran@wellcare.com | |
Matt Humphries 813-206-6096 matt.humphries@wellcare.com |
Exhibit 99.3 Investor Presentation WellCare Equity Offering for Meridian Transaction August 2018Exhibit 99.3 Investor Presentation WellCare Equity Offering for Meridian Transaction August 2018
Cautionary Statement This presentation contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as expects, anticipates, intends, plans, believes, estimates, will, and similar expressions are forward-looking statements. For example, statements regarding the company's financial outlook, and the timing, closing, manner of payment and financial impact of the pending transaction contain forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause WellCare Health Plans, Inc. (“WellCare”) actual future results to differ materially from those projected or contemplated in the forward-looking statements. These risks and uncertainties include, but are not limited to, the ability to complete the transaction in a timely manner or at all (which may adversely affect WellCare’s business and the price of the common stock of WellCare), the failure to satisfy the conditions to the consummation of the transaction (including the receipt of certain governmental and regulatory approvals), any requirements that may be imposed by governmental or regulatory authorities as a condition to approving the transaction, adjustments to the purchase price, the ability to achieve expected synergies within the expected time frames or at all, the ability to achieve accretion to WellCare’s earnings, revenues or other benefits expected, disruption to business relationships, operating results, and business generally of WellCare and/or Meridian and the ability to retain WellCare and Meridian employees, the availability of debt and equity financing, WellCare's progress on top priorities such as improving health care quality and access, ensuring a competitive cost position, and delivering prudent, profitable growth, WellCare's ability to effectively estimate and manage growth, WellCare's ability to effectively execute and integrate acquisitions, potential reductions in Medicaid and Medicare revenue, WellCare's ability to estimate and manage medical benefits expense effectively, including through its vendors, its ability to negotiate actuarially sound rates, especially in new programs with limited experience, the appropriation and payment by state governments of Medicaid premiums receivable, the outcome of any protests and litigation related to Medicaid awards, the approval of Medicaid contracts by CMS, any changes to the programs or contracts, WellCare's ability to address operational challenges related to new business, and WellCare's ability to meet the requirements of readiness reviews. Given the risks and uncertainties inherent in forward-looking statements, any of WellCare's forward-looking statements could be materially incorrect and investors are cautioned not to place undue reliance on any of our forward- looking statements. Additional information concerning these and other important risks and uncertainties can be found in the company's filings with the U.S. Securities and Exchange Commission, included under the captions Forward-Looking Statements and Risk Factors in the company's Annual Report on Form 10-K for the year ended December 31, 2017, and in the company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, which contain discussions of WellCare's business and the various factors that may affect it. Subsequent events and developments may cause actual results to differ, perhaps materially, from WellCare's forward- looking statements. WellCare's forward-looking statements speak only as of the date on which the statements are made. WellCare undertakes no duty, and expressly disclaims any obligation, to update these forward-looking statements to reflect any future events, developments or otherwise. Our 2018 estimated premium revenue metrics are as of July 31, 2018 and are not being updated in conjunction with this presentation. Please refer to the press release and presentation announcing the Meridian transaction dated May 29, 2018. The aforementioned press release is available on WellCare’s website via the following link: http://ir.wellcare.com/News/. 2Cautionary Statement This presentation contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as expects, anticipates, intends, plans, believes, estimates, will, and similar expressions are forward-looking statements. For example, statements regarding the company's financial outlook, and the timing, closing, manner of payment and financial impact of the pending transaction contain forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause WellCare Health Plans, Inc. (“WellCare”) actual future results to differ materially from those projected or contemplated in the forward-looking statements. These risks and uncertainties include, but are not limited to, the ability to complete the transaction in a timely manner or at all (which may adversely affect WellCare’s business and the price of the common stock of WellCare), the failure to satisfy the conditions to the consummation of the transaction (including the receipt of certain governmental and regulatory approvals), any requirements that may be imposed by governmental or regulatory authorities as a condition to approving the transaction, adjustments to the purchase price, the ability to achieve expected synergies within the expected time frames or at all, the ability to achieve accretion to WellCare’s earnings, revenues or other benefits expected, disruption to business relationships, operating results, and business generally of WellCare and/or Meridian and the ability to retain WellCare and Meridian employees, the availability of debt and equity financing, WellCare's progress on top priorities such as improving health care quality and access, ensuring a competitive cost position, and delivering prudent, profitable growth, WellCare's ability to effectively estimate and manage growth, WellCare's ability to effectively execute and integrate acquisitions, potential reductions in Medicaid and Medicare revenue, WellCare's ability to estimate and manage medical benefits expense effectively, including through its vendors, its ability to negotiate actuarially sound rates, especially in new programs with limited experience, the appropriation and payment by state governments of Medicaid premiums receivable, the outcome of any protests and litigation related to Medicaid awards, the approval of Medicaid contracts by CMS, any changes to the programs or contracts, WellCare's ability to address operational challenges related to new business, and WellCare's ability to meet the requirements of readiness reviews. Given the risks and uncertainties inherent in forward-looking statements, any of WellCare's forward-looking statements could be materially incorrect and investors are cautioned not to place undue reliance on any of our forward- looking statements. Additional information concerning these and other important risks and uncertainties can be found in the company's filings with the U.S. Securities and Exchange Commission, included under the captions Forward-Looking Statements and Risk Factors in the company's Annual Report on Form 10-K for the year ended December 31, 2017, and in the company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, which contain discussions of WellCare's business and the various factors that may affect it. Subsequent events and developments may cause actual results to differ, perhaps materially, from WellCare's forward- looking statements. WellCare's forward-looking statements speak only as of the date on which the statements are made. WellCare undertakes no duty, and expressly disclaims any obligation, to update these forward-looking statements to reflect any future events, developments or otherwise. Our 2018 estimated premium revenue metrics are as of July 31, 2018 and are not being updated in conjunction with this presentation. Please refer to the press release and presentation announcing the Meridian transaction dated May 29, 2018. The aforementioned press release is available on WellCare’s website via the following link: http://ir.wellcare.com/News/. 2
Meridian: Advancing WellCare’s Strategy Strategically aligns with focus on government-sponsored health plans ü and related core capabilities Grows and diversifies Medicaid and Medicare Advantage businesses and adds substantial revenue ü + Adds integrated PBM capability and enhances dual-eligible and Individual Marketplace capabilities ü Financially attractive and accretive to adjusted earnings with opportunities for growth ü 3Meridian: Advancing WellCare’s Strategy Strategically aligns with focus on government-sponsored health plans ü and related core capabilities Grows and diversifies Medicaid and Medicare Advantage businesses and adds substantial revenue ü + Adds integrated PBM capability and enhances dual-eligible and Individual Marketplace capabilities ü Financially attractive and accretive to adjusted earnings with opportunities for growth ü 3
WellCare OverviewWellCare Overview
Solely Focused on Government-Sponsored Programs (1) $18.5B in total premium revenue in 2018 Medicaid Medicare Advantage Medicare Part D th th § 5 largest Medicaid plan§ 6th largest Medicare § 5 largest Individual Medicare in the U.S. Advantage (MA) plan in Part D Plan in the U.S. the U.S. ‒ 2.8 million members ‒ 1.1 million members (2) in 12 states ‒ 510,000 members in nationwide 18 states ‒ $11.4B in total premium ‒ $0.9B in total premium (1) revenue in 2018E (1) ‒ $6.2B in total premium revenue in 2018E (1) revenue in 2018E § #1 membership market share in Florida, Georgia, Kentucky and Missouri (1) 2018 premium revenue based on midpoint of WellCare’s 2018 total revenue guidance as of July 31, 2018; does not include the effect of the company’s pending acquisition of Meridian (2) Includes states where WellCare receives Medicaid premium revenues associated with dually eligible special needs plans 5 Note: WellCare membership numbers as of June 30, 2018Solely Focused on Government-Sponsored Programs (1) $18.5B in total premium revenue in 2018 Medicaid Medicare Advantage Medicare Part D th th § 5 largest Medicaid plan§ 6th largest Medicare § 5 largest Individual Medicare in the U.S. Advantage (MA) plan in Part D Plan in the U.S. the U.S. ‒ 2.8 million members ‒ 1.1 million members (2) in 12 states ‒ 510,000 members in nationwide 18 states ‒ $11.4B in total premium ‒ $0.9B in total premium (1) revenue in 2018E (1) ‒ $6.2B in total premium revenue in 2018E (1) revenue in 2018E § #1 membership market share in Florida, Georgia, Kentucky and Missouri (1) 2018 premium revenue based on midpoint of WellCare’s 2018 total revenue guidance as of July 31, 2018; does not include the effect of the company’s pending acquisition of Meridian (2) Includes states where WellCare receives Medicaid premium revenues associated with dually eligible special needs plans 5 Note: WellCare membership numbers as of June 30, 2018
Medicaid: An Attractive Growth Market Managed Medicaid spending growing at over 10% CAGR Medicaid Market Size Growth Opportunity Spending Enrollment § Managed Medicaid spending penetration expected to grow from 50% in 2017 to more than ~$600B ~74M 62% in 2022 ~$290B ~55M § Higher acuity populations moving to managed care § More states adopting managed care as a solution ~$800B ~80M ~$480B ~62M § Total Medicaid Numbers are approximations § Managed Medicaid Relative opportunity not to scale 6 Source: CMS: 2016 Actuarial Report on the Financial Outlook for Medicaid; HMA Managed Medicaid Enrollment Update 4Q17; Internal company projections 2022F 2017FMedicaid: An Attractive Growth Market Managed Medicaid spending growing at over 10% CAGR Medicaid Market Size Growth Opportunity Spending Enrollment § Managed Medicaid spending penetration expected to grow from 50% in 2017 to more than ~$600B ~74M 62% in 2022 ~$290B ~55M § Higher acuity populations moving to managed care § More states adopting managed care as a solution ~$800B ~80M ~$480B ~62M § Total Medicaid Numbers are approximations § Managed Medicaid Relative opportunity not to scale 6 Source: CMS: 2016 Actuarial Report on the Financial Outlook for Medicaid; HMA Managed Medicaid Enrollment Update 4Q17; Internal company projections 2022F 2017F
Medicare Advantage: An Attractive Growth Market Medicare spending and Medicare Advantage penetration continue to grow Medicare Market Size Growth Opportunity Spending Enrollment § Medicare Advantage enrollment growth in high-single digits over past five years ~$700B ~58M ~$240B ~20M § Continued growth driven by “baby boomer” age-ins and more familiarity with managed care § Medicare Advantage penetration rate is over 34% and expected ~$1T ~67M ~$460B to rise to more than 50% by 2025 ~30M § Total Medicare Numbers are approximations § Medicare Advantage Relative opportunity not to scale 7 Sources: CMS 2018 Medicare Board of Trustees Report; CMS Monthly Enrollment by State Report; Nephron research; Internal company projections 2022F 2017FMedicare Advantage: An Attractive Growth Market Medicare spending and Medicare Advantage penetration continue to grow Medicare Market Size Growth Opportunity Spending Enrollment § Medicare Advantage enrollment growth in high-single digits over past five years ~$700B ~58M ~$240B ~20M § Continued growth driven by “baby boomer” age-ins and more familiarity with managed care § Medicare Advantage penetration rate is over 34% and expected ~$1T ~67M ~$460B to rise to more than 50% by 2025 ~30M § Total Medicare Numbers are approximations § Medicare Advantage Relative opportunity not to scale 7 Sources: CMS 2018 Medicare Board of Trustees Report; CMS Monthly Enrollment by State Report; Nephron research; Internal company projections 2022F 2017F
Medicaid Health Plans Overview (1) Serving more than 2.8 million members in 12 states across a broad spectrum of eligibility groups (2) § 2018E premium revenue of $11.4B § Selected to serve Florida’s Managed Medical Assistance, Long-Term Care, Serious Mental Illness and Children’s Medical Assistance populations ‒ Expands geographic footprint and adds new populations § Reprocured Arizona contract, expanded geographically and added behavioral health WellCare Medicaid States § Announced Meridian acquisition on May 29, 2018 § Awarded statewide contract in Illinois, including ABD and LTC (1) Includes states where WellCare receives Medicaid premium revenues associated with § Rank #1 in three states and #2 in dually eligible special needs plans four states for NCQA accreditation (2) 2018 premium revenue based on midpoint of WellCare’s 2018 total revenue guidance as of July 31, 2018; does not include the effect of the company’s pending acquisition of Meridian Note: Membership as of June 30, 2018 8Medicaid Health Plans Overview (1) Serving more than 2.8 million members in 12 states across a broad spectrum of eligibility groups (2) § 2018E premium revenue of $11.4B § Selected to serve Florida’s Managed Medical Assistance, Long-Term Care, Serious Mental Illness and Children’s Medical Assistance populations ‒ Expands geographic footprint and adds new populations § Reprocured Arizona contract, expanded geographically and added behavioral health WellCare Medicaid States § Announced Meridian acquisition on May 29, 2018 § Awarded statewide contract in Illinois, including ABD and LTC (1) Includes states where WellCare receives Medicaid premium revenues associated with § Rank #1 in three states and #2 in dually eligible special needs plans four states for NCQA accreditation (2) 2018 premium revenue based on midpoint of WellCare’s 2018 total revenue guidance as of July 31, 2018; does not include the effect of the company’s pending acquisition of Meridian Note: Membership as of June 30, 2018 8
Medicare Health Plans Overview Serving approximately 510,000 members in 18 states (1) § 2018E premium revenue of $6.2B § On track for mid-single digit membership growth in 2018 § Enterprisewide focus on CMS Star Ratings measures producing positive results ̶ Improved Star Ratings in Florida, California and New Jersey, provides meaningful revenue tailwind in 2019 WellCare Medicare States § Continued clinical and operational execution § Goal to achieve margin expansion and growth via 2019 bid strategy (1) 2018 premium revenue based on midpoint of WellCare’s 2018 total revenue guidance as of July 31, 2018; does not include the effect of the company’s pending acquisition of Meridian Note: Membership as of June 30, 2018 9Medicare Health Plans Overview Serving approximately 510,000 members in 18 states (1) § 2018E premium revenue of $6.2B § On track for mid-single digit membership growth in 2018 § Enterprisewide focus on CMS Star Ratings measures producing positive results ̶ Improved Star Ratings in Florida, California and New Jersey, provides meaningful revenue tailwind in 2019 WellCare Medicare States § Continued clinical and operational execution § Goal to achieve margin expansion and growth via 2019 bid strategy (1) 2018 premium revenue based on midpoint of WellCare’s 2018 total revenue guidance as of July 31, 2018; does not include the effect of the company’s pending acquisition of Meridian Note: Membership as of June 30, 2018 9
Medicare PDP Health Plans Overview Serving approximately 1.1 million members across all 50 states (1) § 2018E premium revenue of $0.9B § Fifth largest individual Medicare PDP health plan in U.S. § Strong margin business § Enterprise total pharmacy spend of ~$9B, including PDP, helps drive cost structure in Medicaid and Medicare Advantage WCG Medicare PDP States ̶ Improved cost structure benefits members and federal and state customers § Preliminary 2019 auto-assign footprint at 21 regions under the benchmark and 10 regions in the de minimus range as a (1) 2018 premium revenue based on midpoint of WellCare’s 2018 total revenue guidance as of July 31, 2018; does not include the effect of the company’s pending acquisition result of 2019 bid strategy of Meridian Note: Membership as of June 30, 2018 10Medicare PDP Health Plans Overview Serving approximately 1.1 million members across all 50 states (1) § 2018E premium revenue of $0.9B § Fifth largest individual Medicare PDP health plan in U.S. § Strong margin business § Enterprise total pharmacy spend of ~$9B, including PDP, helps drive cost structure in Medicaid and Medicare Advantage WCG Medicare PDP States ̶ Improved cost structure benefits members and federal and state customers § Preliminary 2019 auto-assign footprint at 21 regions under the benchmark and 10 regions in the de minimus range as a (1) 2018 premium revenue based on midpoint of WellCare’s 2018 total revenue guidance as of July 31, 2018; does not include the effect of the company’s pending acquisition result of 2019 bid strategy of Meridian Note: Membership as of June 30, 2018 10
Driving Earnings Growth and Margin Expansion Adjusted Earnings Per Share and Adjusted Net Income Margin Growth $8.52 $5.96 $3.59 $2.06 2014A 2015A 2016A 2017A 2.3% 1.9% 1.2% 0.7% 2014A 2015A 2016A 2017A (1) Refer to the Basis of Presentation and Supplemental Information in the Appendix for a discussion and reconciliation of these adjusted (non-GAAP) financial measures 11Driving Earnings Growth and Margin Expansion Adjusted Earnings Per Share and Adjusted Net Income Margin Growth $8.52 $5.96 $3.59 $2.06 2014A 2015A 2016A 2017A 2.3% 1.9% 1.2% 0.7% 2014A 2015A 2016A 2017A (1) Refer to the Basis of Presentation and Supplemental Information in the Appendix for a discussion and reconciliation of these adjusted (non-GAAP) financial measures 11
Executing on Our Growth Strategy Strong revenue CAGR of more than 10%...and growing ($ Billions) $18.5 $17.0 $14.2 $13.9 2015A 2016A 2017A 2018E Medicare Advantage Medicaid Organic M&A Organic M&A § Nebraska Medicaid § Advicare assets§ 9.3% organic § Universal American launch membership growth Corp. § Care1st Arizona in 2017 § Illinois and Missouri § Care1st Arizona D-SNP geographic expansion§ New state and county § PHP assets expansions and product § Meridian (pending) § Recent Florida, offerings in 2018 § Meridian (pending) Arizona and Hawaii contract wins 12 Note: 2018 premium revenue based on the midpoint of WellCare’s total revenue guidance as of July 31, 2018Executing on Our Growth Strategy Strong revenue CAGR of more than 10%...and growing ($ Billions) $18.5 $17.0 $14.2 $13.9 2015A 2016A 2017A 2018E Medicare Advantage Medicaid Organic M&A Organic M&A § Nebraska Medicaid § Advicare assets§ 9.3% organic § Universal American launch membership growth Corp. § Care1st Arizona in 2017 § Illinois and Missouri § Care1st Arizona D-SNP geographic expansion§ New state and county § PHP assets expansions and product § Meridian (pending) § Recent Florida, offerings in 2018 § Meridian (pending) Arizona and Hawaii contract wins 12 Note: 2018 premium revenue based on the midpoint of WellCare’s total revenue guidance as of July 31, 2018
Meridian Overview and Strategic RationaleMeridian Overview and Strategic Rationale
Meridian at a Glance Executive Summary: For-profit, multi-state managed care organization Meridian At A Glance focused on government-sponsored health programs § For-profit, privately held managed care organization § Headquartered in Detroit, Michigan with ~2,000 associates Organization § Founded in 1997 (1) § Largest Medicaid health plan in Michigan and Illinois (2) § 1.1 million members Medicaid § 4.0 NCQA rating in both states (3) § 27,000 Medicare Advantage members in Michigan, Illinois, Indiana and Ohio Medicare § Experience with integrated-dual demonstrations § Fully integrated, proprietary PBM platform PBM (2) § Serves 1.1 million members as well as third-party customers § 5,000 Health Insurance Exchange members in Michigan Individual (1) Michigan Medicaid contract effective through December 31, 2020, with three 1-year renewal options (through 2023); Illinois Medicaid contract effective through December 31, 2021 and can be renewed up to four years (through 2025) 14 (2) Based on Meridian’s membership as of June 30, 2018 (3) Includes approximately 13,000 integrated dual-eligible membersMeridian at a Glance Executive Summary: For-profit, multi-state managed care organization Meridian At A Glance focused on government-sponsored health programs § For-profit, privately held managed care organization § Headquartered in Detroit, Michigan with ~2,000 associates Organization § Founded in 1997 (1) § Largest Medicaid health plan in Michigan and Illinois (2) § 1.1 million members Medicaid § 4.0 NCQA rating in both states (3) § 27,000 Medicare Advantage members in Michigan, Illinois, Indiana and Ohio Medicare § Experience with integrated-dual demonstrations § Fully integrated, proprietary PBM platform PBM (2) § Serves 1.1 million members as well as third-party customers § 5,000 Health Insurance Exchange members in Michigan Individual (1) Michigan Medicaid contract effective through December 31, 2020, with three 1-year renewal options (through 2023); Illinois Medicaid contract effective through December 31, 2021 and can be renewed up to four years (through 2025) 14 (2) Based on Meridian’s membership as of June 30, 2018 (3) Includes approximately 13,000 integrated dual-eligible members
Strategic Rationale Strengthens existing business and positions WellCare for future growth § Adds substantial revenue (1) § Adds 1.1 million Medicaid members Well-positioned for additional growth § Grows and diversifies WellCare’s opportunities in ü Medicaid portfolio Meridian’s footprint § Increases #1 Medicaid membership (1) market position from four to six states Adds new and § Grows Medicare Advantage business enhances existing (2) by 27,000 members and adds three capabilities ü new states to business portfolio § Adds fully integrated, proprietary Accretive to PBM platform adjusted earnings ü § Enhances integrated dual-eligible and Marketplace capabilities (1) Based on Meridian’s membership as of June 30, 2018 (2) Includes approximately 13,000 integrated dual-eligible members 15Strategic Rationale Strengthens existing business and positions WellCare for future growth § Adds substantial revenue (1) § Adds 1.1 million Medicaid members Well-positioned for additional growth § Grows and diversifies WellCare’s opportunities in ü Medicaid portfolio Meridian’s footprint § Increases #1 Medicaid membership (1) market position from four to six states Adds new and § Grows Medicare Advantage business enhances existing (2) by 27,000 members and adds three capabilities ü new states to business portfolio § Adds fully integrated, proprietary Accretive to PBM platform adjusted earnings ü § Enhances integrated dual-eligible and Marketplace capabilities (1) Based on Meridian’s membership as of June 30, 2018 (2) Includes approximately 13,000 integrated dual-eligible members 15
Transaction Details § $2.5 billion purchase price § Expected funding through: Consideration ̶ Available cash on hand and $1.3 billion revolving credit facility (1) ̶ New debt issuance of approximately $700 million and Financing (1) ̶ New equity issuance of $1.1 billion § Pro forma debt-to-capital ratio post-transaction expected to be at or below ~40% § Expected to close within the next few months Closing § Subject to customary closing conditions, including regulatory approvals § One-time transaction-related expenses of $75 million to $85 million Transaction and § Cumulative integration-related expenses of $50 million to $60 million Integration Costs § Includes $30 million to $40 million of Accretive to Adjusted EPS synergies, ramping up over next few years Accretion Adjusted EPS § Excludes transaction and integration costs (1) Final amounts are subject to market conditions 16Transaction Details § $2.5 billion purchase price § Expected funding through: Consideration ̶ Available cash on hand and $1.3 billion revolving credit facility (1) ̶ New debt issuance of approximately $700 million and Financing (1) ̶ New equity issuance of $1.1 billion § Pro forma debt-to-capital ratio post-transaction expected to be at or below ~40% § Expected to close within the next few months Closing § Subject to customary closing conditions, including regulatory approvals § One-time transaction-related expenses of $75 million to $85 million Transaction and § Cumulative integration-related expenses of $50 million to $60 million Integration Costs § Includes $30 million to $40 million of Accretive to Adjusted EPS synergies, ramping up over next few years Accretion Adjusted EPS § Excludes transaction and integration costs (1) Final amounts are subject to market conditions 16
Our Value Proposition Solely focused on growth “sweet spot” ü of managed care Strong momentum from both organic and acquired growth as well as margin strength ü Well-positioned through capabilities and experience for additional attractive, long-term ü growth opportunities Disciplined focus on operational and financial execution to drive further revenue and EPS growth ü 17Our Value Proposition Solely focused on growth “sweet spot” ü of managed care Strong momentum from both organic and acquired growth as well as margin strength ü Well-positioned through capabilities and experience for additional attractive, long-term ü growth opportunities Disciplined focus on operational and financial execution to drive further revenue and EPS growth ü 17
AppendixAppendix
Basis of Presentation Non-GAAP Financial Measures In addition to results determined under GAAP, we provide certain non-GAAP financial measures that management believes are useful in assessing our performance. Non-GAAP financial measures should be considered in addition to, but not as a substitute for, or superior to, financial measures prepared in accordance with GAAP. We have provided a reconciliation of the historical non-GAAP financial measures with the most directly comparable financial measure calculated in accordance with GAAP. Earnings per share, net income and, as noted below, other specific operating and financial measures have been adjusted for the effect of certain expenses and, as appropriate, the related tax effect for: • previously disclosed government investigations and related litigation and resolution costs (“investigation costs”) (2014-2018); • amortization expense associated with acquisitions (“acquisition-related amortization expenses”) (2015-2018); • certain one-time transaction and integration costs associated with the acquisition of Universal American and the pending acquisition of Meridian (“transaction and integration costs”) (2017-2018); • transitory costs related to the company’s decision to change its pharmacy benefit manager (“PBM”) as of January 1, 2016 (“PBM transitory costs”) (2015-2016); • certain nonrecurring Iowa-related SG&A expenses relating to readiness costs, certain wind-down costs of WellCare's Iowa operations and certain legal costs (“Iowa SG&A costs”) (2015-2016); • costs related to the divestiture of Sterling (“Sterling divestiture costs”) (2015-2016); • the effect of a gain on the divestiture of Sterling and changes to the gain (“Sterling gain”) (2015); • the costs associated with the redemption of the company’s 2020 notes, including the early redemption premium, write-off of associated deferred financing costs and write-off of associated premiums paid on the 2020 notes (“loss on extinguishment of debt”) (2017); and • the tax effect of the deferred tax revaluation after the Tax Cuts and Jobs Act of 2017 was enacted in December 2017 (“deferred tax revaluation”) (2017). Although the excluded items may recur, we believe that by providing non-GAAP measures exclusive of these items, it facilitates period-over-period comparisons and provides additional clarity about events and trends affecting our core operating performance, as well as providing comparability to competitor results. The investigation costs are related to a discrete incident which management does not expect to reoccur. We have adjusted for acquisition-related amortization expenses as these transactions do not directly relate to the servicing of products for our customers and are not directly related to the core performance of our business operations. The other costs mentioned above are related to specific events, which do not reflect the underlying ongoing performance of the business. In addition, because reimbursements for Medicaid premium tax and the ACA industry fee are both included in the premium rates or reimbursement established in certain Medicaid contracts and also recognized separately as a component of expense, we exclude these reimbursements from premium revenue when calculating key ratios as we believe that these components are not indicative of operating performance. Following is a description of the adjustments made to GAAP measures used to calculate the non-GAAP measures used in this presentation. Adjusted premium revenue (non-GAAP) = Total premium revenue (GAAP) less Medicaid premium taxes revenue and Medicaid reimbursements of the ACA industry fee. The company’s adjusted Medicaid Health Plans segment premium revenue uses this non-GAAP definition of adjusted premium revenue. MBR (GAAP) = medical benefits expense divided by total premium revenue (GAAP). Adjusted MBR (non-GAAP) = medical benefits expense divided by adjusted premium revenue. The company’s adjusted Medicaid Health Plans segment MBR uses this non-GAAP definition of adjusted MBR. SG&A expense ratio (GAAP) = SG&A expense (GAAP) divided by total premium revenue (GAAP). Adjusted SG&A expense (non-GAAP) = SG&A expense (GAAP) less investigation costs, transaction and integration costs, PBM transitory costs, Iowa SG&A costs, and Sterling divestiture costs. Adjusted SG&A ratio (non-GAAP) = adjusted SG&A expense divided by adjusted premium revenue. Adjusted depreciation & amortization (non-GAAP) = depreciation & amortization expense (GAAP) less acquisition-related amortization expenses. Adjusted income before taxes (non-GAAP) = income before income taxes (GAAP) less investigation costs, acquisition-related amortization expenses, transaction and integration costs, PBM transitory costs, Iowa SG&A costs, Sterling divestiture costs, Sterling gain, and loss on extinguishment of debt. Adjusted income tax expense (non-GAAP) = income tax associated with the applicable adjusted income before taxes, based on the applicable effective income tax rate, and the deferred tax revaluation. Adjusted effective income tax rate (non-GAAP) = adjusted income tax expense divided by adjusted income before taxes. Adjusted net income (non-GAAP) = adjusted income before taxes less adjusted income tax expense. Net income margin (GAAP) = net income (GAAP) divided by total premium revenue (GAAP). Adjusted net income margin (non-GAAP) = adjusted net income divided by adjusted premium revenue. Adjusted earnings per diluted share (non-GAAP) = Adjusted net income divided by weighted average common shares outstanding on a fully diluted basis. 19Basis of Presentation Non-GAAP Financial Measures In addition to results determined under GAAP, we provide certain non-GAAP financial measures that management believes are useful in assessing our performance. Non-GAAP financial measures should be considered in addition to, but not as a substitute for, or superior to, financial measures prepared in accordance with GAAP. We have provided a reconciliation of the historical non-GAAP financial measures with the most directly comparable financial measure calculated in accordance with GAAP. Earnings per share, net income and, as noted below, other specific operating and financial measures have been adjusted for the effect of certain expenses and, as appropriate, the related tax effect for: • previously disclosed government investigations and related litigation and resolution costs (“investigation costs”) (2014-2018); • amortization expense associated with acquisitions (“acquisition-related amortization expenses”) (2015-2018); • certain one-time transaction and integration costs associated with the acquisition of Universal American and the pending acquisition of Meridian (“transaction and integration costs”) (2017-2018); • transitory costs related to the company’s decision to change its pharmacy benefit manager (“PBM”) as of January 1, 2016 (“PBM transitory costs”) (2015-2016); • certain nonrecurring Iowa-related SG&A expenses relating to readiness costs, certain wind-down costs of WellCare's Iowa operations and certain legal costs (“Iowa SG&A costs”) (2015-2016); • costs related to the divestiture of Sterling (“Sterling divestiture costs”) (2015-2016); • the effect of a gain on the divestiture of Sterling and changes to the gain (“Sterling gain”) (2015); • the costs associated with the redemption of the company’s 2020 notes, including the early redemption premium, write-off of associated deferred financing costs and write-off of associated premiums paid on the 2020 notes (“loss on extinguishment of debt”) (2017); and • the tax effect of the deferred tax revaluation after the Tax Cuts and Jobs Act of 2017 was enacted in December 2017 (“deferred tax revaluation”) (2017). Although the excluded items may recur, we believe that by providing non-GAAP measures exclusive of these items, it facilitates period-over-period comparisons and provides additional clarity about events and trends affecting our core operating performance, as well as providing comparability to competitor results. The investigation costs are related to a discrete incident which management does not expect to reoccur. We have adjusted for acquisition-related amortization expenses as these transactions do not directly relate to the servicing of products for our customers and are not directly related to the core performance of our business operations. The other costs mentioned above are related to specific events, which do not reflect the underlying ongoing performance of the business. In addition, because reimbursements for Medicaid premium tax and the ACA industry fee are both included in the premium rates or reimbursement established in certain Medicaid contracts and also recognized separately as a component of expense, we exclude these reimbursements from premium revenue when calculating key ratios as we believe that these components are not indicative of operating performance. Following is a description of the adjustments made to GAAP measures used to calculate the non-GAAP measures used in this presentation. Adjusted premium revenue (non-GAAP) = Total premium revenue (GAAP) less Medicaid premium taxes revenue and Medicaid reimbursements of the ACA industry fee. The company’s adjusted Medicaid Health Plans segment premium revenue uses this non-GAAP definition of adjusted premium revenue. MBR (GAAP) = medical benefits expense divided by total premium revenue (GAAP). Adjusted MBR (non-GAAP) = medical benefits expense divided by adjusted premium revenue. The company’s adjusted Medicaid Health Plans segment MBR uses this non-GAAP definition of adjusted MBR. SG&A expense ratio (GAAP) = SG&A expense (GAAP) divided by total premium revenue (GAAP). Adjusted SG&A expense (non-GAAP) = SG&A expense (GAAP) less investigation costs, transaction and integration costs, PBM transitory costs, Iowa SG&A costs, and Sterling divestiture costs. Adjusted SG&A ratio (non-GAAP) = adjusted SG&A expense divided by adjusted premium revenue. Adjusted depreciation & amortization (non-GAAP) = depreciation & amortization expense (GAAP) less acquisition-related amortization expenses. Adjusted income before taxes (non-GAAP) = income before income taxes (GAAP) less investigation costs, acquisition-related amortization expenses, transaction and integration costs, PBM transitory costs, Iowa SG&A costs, Sterling divestiture costs, Sterling gain, and loss on extinguishment of debt. Adjusted income tax expense (non-GAAP) = income tax associated with the applicable adjusted income before taxes, based on the applicable effective income tax rate, and the deferred tax revaluation. Adjusted effective income tax rate (non-GAAP) = adjusted income tax expense divided by adjusted income before taxes. Adjusted net income (non-GAAP) = adjusted income before taxes less adjusted income tax expense. Net income margin (GAAP) = net income (GAAP) divided by total premium revenue (GAAP). Adjusted net income margin (non-GAAP) = adjusted net income divided by adjusted premium revenue. Adjusted earnings per diluted share (non-GAAP) = Adjusted net income divided by weighted average common shares outstanding on a fully diluted basis. 19
Supplemental Information Reconciliation of GAAP to Adjusted (non-GAAP) Financials (Unaudited; dollars in millions, except per share data) The Company reports adjusted operating results on a non-GAAP basis to exclude certain expenses and other items that management believes are not indicative of longer-term business trends and operations. The following table presents applicable financial information presented herein, as determined under GAAP, reconciled to the adjusted financial information for the same periods. Refer to the basis of presentation for a discussion of non-GAAP financial measures. For the Year Ended December 31, 2014 2015 2016 2017 Premium Revenue: As determined under GAAP $ 12,915.5 $ 13,874.8 $ 14,220.9 $ 16,960.3 Medicaid premium taxes (76.5) (94.7) (110.0) (119.8) ACA industry fee reimbursement (124.6) (219.2) (244.9) — Adjusted premium revenue (non-GAAP) $ 12,714.4 $ 13,560.9 $ 13,866.0 $ 16,840.5 For the Year Ended December 31, 2014 2015 2016 2017 $$ Per Diluted Share $$ Per Diluted Share $$ Per Diluted Share $$ Per Diluted Share Net Income and Diluted Earnings Per Share: As determined under GAAP $ 63.7 $ 1.44 $ 118.6 $ 2.67 $ 242.1 $ 5.43 $ 373.7 $ 8.31 Adjustments: Investigation costs 37.6 0.86 30.4 0.68 16.0 0.36 7.9 0.18 Transaction and integration costs — — — — — — 37.5 0.83 Sterling divestiture costs — — 2.0 0.05 1.7 0.04 — — PBM transitory costs — — 18.1 0.41 4.9 0.11 — — Iowa SG&A costs — — 11.9 0.27 5.2 0.12 — — Acquisition-related amortization — — 10.6 0.24 10.4 0.22 32.7 0.73 Gain on divestiture of business — — (6.1) (0.14) — — — — Loss on extinguishment of debt — — — — — — 26.1 0.58 Tax benefit due to TCJA (a) — — — — — — (56.1) (1.25) Tax effect of adjustments (b) (10.4) (0.24) (26.2) (0.59) (14.3) (0.32) (38.6) (0.86) Adjusted net income (non-GAAP) $ 90.9 $ 2.06 $ 159.3 $ 3.59 $ 266.0 $ 5.96 $ 383.2 $ 8.52 2014 2015 2016 2017 Net Income Margin: As determined under GAAP 0.5% 0.9% 1.7% 2.2% Adjustments 0.2% 0.3% 0.2% 0.1% Adjusted net income margin (non-GAAP) 0.7% 1.2% 1.9% 2.3% (a) Income tax expense and the effective tax rate for the year ended December 31, 2017 was adjusted by $56.1 million, or $1.25 per diluted share, due to the one-time revaluation of the Company’s net deferred tax liability associated with the enactment of the Tax Cuts and Jobs Act of 2017 ( TCJA ). (b) Based on the effective income tax rates applicable to adjusted (non-GAAP) results, the company estimated the effect on income tax expense and the effective tax rate associated with the non-GAAP adjustments. Refer to the basis of presentation for a discussion of non-GAAP financial measures. * WellCare is not able to estimate amounts associated with investigation costs, transaction and integration costs, or the associated tax effect of such adjustments expected to be incurred in 2018; therefore, the company cannot reconcile these metrics to total projected GAAP metrics. 20Supplemental Information Reconciliation of GAAP to Adjusted (non-GAAP) Financials (Unaudited; dollars in millions, except per share data) The Company reports adjusted operating results on a non-GAAP basis to exclude certain expenses and other items that management believes are not indicative of longer-term business trends and operations. The following table presents applicable financial information presented herein, as determined under GAAP, reconciled to the adjusted financial information for the same periods. Refer to the basis of presentation for a discussion of non-GAAP financial measures. For the Year Ended December 31, 2014 2015 2016 2017 Premium Revenue: As determined under GAAP $ 12,915.5 $ 13,874.8 $ 14,220.9 $ 16,960.3 Medicaid premium taxes (76.5) (94.7) (110.0) (119.8) ACA industry fee reimbursement (124.6) (219.2) (244.9) — Adjusted premium revenue (non-GAAP) $ 12,714.4 $ 13,560.9 $ 13,866.0 $ 16,840.5 For the Year Ended December 31, 2014 2015 2016 2017 $$ Per Diluted Share $$ Per Diluted Share $$ Per Diluted Share $$ Per Diluted Share Net Income and Diluted Earnings Per Share: As determined under GAAP $ 63.7 $ 1.44 $ 118.6 $ 2.67 $ 242.1 $ 5.43 $ 373.7 $ 8.31 Adjustments: Investigation costs 37.6 0.86 30.4 0.68 16.0 0.36 7.9 0.18 Transaction and integration costs — — — — — — 37.5 0.83 Sterling divestiture costs — — 2.0 0.05 1.7 0.04 — — PBM transitory costs — — 18.1 0.41 4.9 0.11 — — Iowa SG&A costs — — 11.9 0.27 5.2 0.12 — — Acquisition-related amortization — — 10.6 0.24 10.4 0.22 32.7 0.73 Gain on divestiture of business — — (6.1) (0.14) — — — — Loss on extinguishment of debt — — — — — — 26.1 0.58 Tax benefit due to TCJA (a) — — — — — — (56.1) (1.25) Tax effect of adjustments (b) (10.4) (0.24) (26.2) (0.59) (14.3) (0.32) (38.6) (0.86) Adjusted net income (non-GAAP) $ 90.9 $ 2.06 $ 159.3 $ 3.59 $ 266.0 $ 5.96 $ 383.2 $ 8.52 2014 2015 2016 2017 Net Income Margin: As determined under GAAP 0.5% 0.9% 1.7% 2.2% Adjustments 0.2% 0.3% 0.2% 0.1% Adjusted net income margin (non-GAAP) 0.7% 1.2% 1.9% 2.3% (a) Income tax expense and the effective tax rate for the year ended December 31, 2017 was adjusted by $56.1 million, or $1.25 per diluted share, due to the one-time revaluation of the Company’s net deferred tax liability associated with the enactment of the Tax Cuts and Jobs Act of 2017 ( TCJA ). (b) Based on the effective income tax rates applicable to adjusted (non-GAAP) results, the company estimated the effect on income tax expense and the effective tax rate associated with the non-GAAP adjustments. Refer to the basis of presentation for a discussion of non-GAAP financial measures. * WellCare is not able to estimate amounts associated with investigation costs, transaction and integration costs, or the associated tax effect of such adjustments expected to be incurred in 2018; therefore, the company cannot reconcile these metrics to total projected GAAP metrics. 20
Exhibit 99.4
Caidan Enterprises, Inc. and Subsidiaries
Consolidated Financial Report
December 31, 2017
Caidan Enterprises, Inc. and Subsidiaries
December 31, 2017 and 2016
2017 | 2016 | |||||||
Assets | ||||||||
Current Assets |
||||||||
Cash and cash equivalents |
$ | 430,253,280 | $ | 429,069,699 | ||||
Investments at fair value (Notes 3 and 4) |
90,812,846 | 99,101,510 | ||||||
Accounts receivable: |
||||||||
Uncollected premiums |
339,508,336 | 315,477,816 | ||||||
Healthcare receivables (Note 18) |
50,656,031 | 48,379,801 | ||||||
Uninsured plans (Note 17) |
11,000,688 | 11,943,580 | ||||||
Accrued retrospective premiums (Note 16) |
14,004,028 | 10,792,527 | ||||||
Pharmacy rebates and other receivables |
8,218,635 | 5,600,809 | ||||||
Related party receivable |
497,861 | | ||||||
Note receivable (Note 6) |
47,897 | 44,764 | ||||||
Other current assets: |
||||||||
Prepaid expenses |
8,685,570 | 9,330,677 | ||||||
Accrued interest income (Note 2) |
28,776,299 | 1,686,336 | ||||||
Reinsurance receivable (Note 10) |
7,814,420 | 7,552,457 | ||||||
Taxes receivable |
5,275,916 | 9,620,790 | ||||||
Other current assets |
1,016,147 | 1,555,428 | ||||||
|
|
|
|
|||||
Total current assets |
996,567,954 | 950,156,194 | ||||||
Property and Equipment - Net (Note 7) |
51,462,985 | 48,708,917 | ||||||
Internally Developed Software - Net (Note 2) |
15,214,087 | 8,501,954 | ||||||
Funds Maintained Under Statutory Requirements (Note 2) |
2,649,509 | 2,642,237 | ||||||
Investments at Equity (Note 5) |
17,410,462 | 17,857,242 | ||||||
Investments at Fair Value (Notes 3 and 4) |
121,484,961 | 110,088,442 | ||||||
Other Assets |
||||||||
Related party note receivable (Note 6) |
2,712,266 | 2,712,266 | ||||||
Deferred tax asset (Note 12) |
970,437 | 1,576,511 | ||||||
Notes receivable - Net of current portion (Note 6) |
1,155,715 | 1,203,611 | ||||||
Deposits and other assets |
590,923 | 778,590 | ||||||
|
|
|
|
|||||
Total assets |
$ | 1,210,219,299 | $ | 1,144,225,964 | ||||
|
|
|
|
See notes to consolidated financial statements. | 1 |
Caidan Enterprises, Inc. and Subsidiaries
Consolidated Balance Sheet (Continued)
December 31, 2017 and 2016
2017 | 2016 | |||||||
Liabilities and Stockholders Equity | ||||||||
Current Liabilities |
||||||||
Accounts payable |
$ | 73,851,820 | $ | 61,877,332 | ||||
Line of credit payable (Note 11) |
82,091,073 | 127,157,681 | ||||||
Accrued healthcare costs payable (Note 8) |
425,759,600 | 369,325,069 | ||||||
Aggregate health policy reserves (Note 16) |
12,021,510 | 7,763,582 | ||||||
Liabilities for amounts held under uninsured plans (Note 17) |
90,684,095 | 141,162,329 | ||||||
Related party payable (Note 5) |
236,217 | 1,866,035 | ||||||
Capital lease obligation |
182,230 | 180,892 | ||||||
Note payable (Note 11) |
17,968,144 | 19,564,275 | ||||||
Accrued and other current liabilities: |
||||||||
Accrued compensation |
11,279,188 | 9,625,608 | ||||||
Stock redemption obligation - Current portion (Note 22) |
3,207,345 | 2,788,883 | ||||||
Unearned premiums |
553,748 | 359,247 | ||||||
Taxes payable |
62,358 | | ||||||
Deferred rent (Note 2) |
33,623 | 33,623 | ||||||
Other accrued liabilities |
22,615,049 | 11,464,060 | ||||||
|
|
|
|
|||||
Total current liabilities |
740,546,000 | 753,168,616 | ||||||
Capital Lease Obligation - Net of current portion |
378,007 | 576,064 | ||||||
Stock Redemption Obligation - Net of current portion (Note 22) |
| 3,207,345 | ||||||
Long -term Notes Payable - Net of current portion (Note 11) |
122,456,315 | 73,838,067 | ||||||
Long -term Deferred Rent - Net of current portion (Note 2) |
4,029,418 | 3,607,380 | ||||||
Other Long-term Liabilities |
1,398,727 | 901,721 | ||||||
Stockholders Equity |
341,410,832 | 308,926,771 | ||||||
|
|
|
|
|||||
Total liabilities and stockholders equity |
$ | 1,210,219,299 | $ | 1,144,225,964 | ||||
|
|
|
|
See notes to consolidated financial statements. | 2 |
Caidan Enterprises, Inc. and Subsidiaries
Consolidated Statement of Operations
Years Ended December 31, 2017 and 2016
2017 | 2016 | |||||||
Revenue |
||||||||
Net premiums earned |
$ | 3,209,273,922 | $ | 3,026,895,454 | ||||
Pharmacy revenue |
227,302,160 | 183,256,579 | ||||||
Miscellaneous |
4,277,846 | 3,887,043 | ||||||
|
|
|
|
|||||
Total revenue |
3,440,853,928 | 3,214,039,076 | ||||||
Operating Expenses |
||||||||
Program expenses - Healthcare delivery (Note 8) |
2,383,864,878 | 2,113,102,504 | ||||||
Pharmacy expense |
689,771,593 | 571,606,141 | ||||||
General and administrative |
275,317,729 | 413,902,466 | ||||||
|
|
|
|
|||||
Total operating expenses |
3,348,954,200 | 3,098,611,111 | ||||||
|
|
|
|
|||||
Operating Income |
91,899,728 | 115,427,965 | ||||||
Nonoperating Income (Expense) |
||||||||
Interest and dividend income from investments |
4,360,911 | 3,481,526 | ||||||
Other interest income (Note 2) |
26,991,091 | | ||||||
Income (loss) from equity method investments |
1,337,184 | 7,627,728 | ||||||
Realized gains (losses) on sale of investments (Note 3) |
327,223 | (99,909 | ) | |||||
Interest expense on unpaid claims (Note 2) |
(15,802,983 | ) | | |||||
Interest expense |
(12,967,918 | ) | (5,190,084 | ) | ||||
|
|
|
|
|||||
Total nonoperating income |
4,245,508 | 5,819,261 | ||||||
|
|
|
|
|||||
Income - Before income taxes |
96,145,236 | 121,247,226 | ||||||
Income Tax (Recovery) Expense (Note 12) |
(990,699 | ) | 18,488,061 | |||||
|
|
|
|
|||||
Consolidated Net Income |
$ | 97,135,935 | $ | 102,759,165 | ||||
|
|
|
|
See notes to consolidated financial statements. | 3 |
Caidan Enterprises, Inc. and Subsidiaries
Consolidated Statement of Comprehensive Income
Years Ended December 31, 2017 and 2016
2017 | 2016 | |||||||
Consolidated Net Income |
$ | 97,135,935 | $ | 102,759,165 | ||||
Other Comprehensive Income - Net of tax |
||||||||
Unrealized gain (loss) on securities: |
||||||||
Arising during the year |
1,360,349 | 178,255 | ||||||
Reclassification adjustment |
(327,223 | ) | 99,909 | |||||
|
|
|
|
|||||
Total other comprehensive income |
1,033,126 | 278,164 | ||||||
|
|
|
|
|||||
Comprehensive Income |
$ | 98,169,061 | $ | 103,037,329 | ||||
|
|
|
|
See notes to consolidated financial statements. | 4 |
Caidan Enterprises, Inc. and Subsidiaries
Consolidated Statement of Stockholders Equity
Years Ended December 31, 2017 and 2016
Common Stock |
Additional
Paid-in Capital |
Retained
Earnings |
Accumulated
Other Comprehensive (Loss) Income |
Total | ||||||||||||||||
Balance - January 1, 2016 |
$ | 278,300 | $ | 2,000 | $ | 265,375,984 | $ | (48,842 | ) | $ | 265,607,442 | |||||||||
Comprehensive income: |
||||||||||||||||||||
Consolidated net income |
| | 102,759,165 | | 102,759,165 | |||||||||||||||
Other comprehensive income |
| | | 278,164 | 278,164 | |||||||||||||||
Dividends declared |
| | (59,718,000 | ) | | (59,718,000 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance - December 31, 2016 |
278,300 | 2,000 | 308,417,149 | 229,322 | 308,926,771 | |||||||||||||||
Comprehensive income: |
||||||||||||||||||||
Consolidated net income |
| | 97,135,935 | | 97,135,935 | |||||||||||||||
Other comprehensive income |
| | | 1,033,126 | 1,033,126 | |||||||||||||||
Dividends declared |
| | (65,685,000 | ) | | (65,685,000 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance - December 31, 2017 |
$ | 278,300 | $ | 2,000 | $ | 339,868,084 | $ | 1,262,448 | $ | 341,410,832 | ||||||||||
|
|
|
|
|
|
|
|
|
|
See notes to consolidated financial statements. | 5 |
Caidan Enterprises, Inc. and Subsidiaries
Consolidated Statement of Cash Flows
Years Ended December 31, 2017 and 2016
2017 | 2016 | |||||||
Cash Flows from Operating Activities |
||||||||
Consolidated net income |
$ | 97,135,935 | $ | 102,759,165 | ||||
Adjustments to reconcile consolidated net income to net cash from operating activities: |
||||||||
Depreciation and amortization |
12,391,420 | 11,051,828 | ||||||
Bad debt expense (recovery) |
3,304,610 | (1,604,096 | ) | |||||
Amortization of internally developed software |
696,728 | | ||||||
Amortization of investment discounts |
3,423,888 | 2,740,568 | ||||||
Amortization of loan acquisition costs |
3,646,949 | 435,725 | ||||||
(Gain) loss on sale of investments |
(327,223 | ) | 99,909 | |||||
Loss (gain) on equity method investments, net of distributions |
446,780 | (4,864,192 | ) | |||||
Loss on disposal of property and equipment |
1,312,051 | 369,491 | ||||||
Deferred income taxes |
606,074 | 579,192 | ||||||
Changes in operating assets and liabilities which (used) provided cash: |
||||||||
Accounts receivable |
(34,995,656 | ) | (193,594,593 | ) | ||||
Reinsurance receivable |
(261,963 | ) | (2,742,722 | ) | ||||
Other assets |
(25,650,713 | ) | (7,013,183 | ) | ||||
Accounts payable |
11,909,197 | 6,072,236 | ||||||
Accrued and other current liabilities |
11,866,258 | (1,194,829 | ) | |||||
Accrued healthcare costs payable |
10,214,225 | 74,740,356 | ||||||
Deferred rent |
422,038 | 24,426 | ||||||
Taxes payable |
(557,920 | ) | (6,983,837 | ) | ||||
Taxes receivable |
4,344,874 | (9,620,790 | ) | |||||
|
|
|
|
|||||
Net cash provided by (used in) operating activities |
99,927,552 | (28,745,346 | ) | |||||
Cash Flows from Investing Activities |
||||||||
Purchases of property and equipment |
(11,511,177 | ) | (22,114,154 | ) | ||||
Proceeds from sale of property and equipment |
18,930 | 59,160 | ||||||
Payments for internally developed software |
(7,408,861 | ) | (8,501,954 | ) | ||||
Purchases of investments |
(69,615,392 | ) | (238,356,392 | ) | ||||
Proceeds from sales and maturities of investments |
64,989,808 | 171,550,195 | ||||||
Payments received on notes receivable |
44,763 | 41,836 | ||||||
|
|
|
|
|||||
Net cash used in investing activities |
(23,481,929 | ) | (97,321,309 | ) | ||||
Cash Flows from Financing Activities |
||||||||
Net (repayments on) borrowings from line of credit |
(45,086,792 | ) | 60,000,000 | |||||
Proceeds from issuance of long-term debt |
144,745,352 | | ||||||
Payments on long-term debt |
(106,250,000 | ) | (5,000,000 | ) | ||||
Payments on stockholders liability |
(2,788,883 | ) | (2,716,826 | ) | ||||
Payments on capital lease obligations |
(196,719 | ) | (1,376,620 | ) | ||||
Dividends paid |
(65,685,000 | ) | (59,718,000 | ) | ||||
|
|
|
|
|||||
Net cash used in financing activities |
(75,262,042 | ) | (8,811,446 | ) | ||||
|
|
|
|
|||||
Net Increase (Decrease) in Cash and Cash Equivalents |
1,183,581 | (134,878,101 | ) | |||||
Cash and Cash Equivalents - Beginning of year |
429,069,699 | 563,947,800 | ||||||
|
|
|
|
|||||
Cash and Cash Equivalents - End of year |
$ | 430,253,280 | $ | 429,069,699 | ||||
|
|
|
|
See notes to consolidated financial statements. | 6 |
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 1 - Nature of Business
Caidan Enterprises, Inc.s wholly owned subsidiaries consist of Caidan Management Company, LLC (Caidan Management Company), MeridianRx, LLC (MeridianRx), and Caidan Holding Company, Inc.; Caidan Management Companys wholly owned subsidiaries consist of Building Amenities Cafeteria, LLC, Building Amenities Wellness Center, LLC, and Building Amenities Day Care, LLC; Caidan Holding Company, Inc.s wholly owned subsidiaries consist of Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc., and Meridian Health Plan of Iowa, Inc. (collectively, the Company). The Meridian Health Plan entities cited above operate as state-licensed health maintenance organizations, which provide medical services to persons in the respective states who subscribe as recipients of state and federal health benefits under various Medicaid and Medicare plans. Caidan Management Company is a licensed third-party administrator. Caidan Management Company provides management and administrative services to Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc., Meridian Health Plan of Iowa, Inc., and MeridianRx, LLC. MeridianRx provides management and administrative services for prescription drug benefits to Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc., Meridian Health Plan of Iowa, Inc., and Caidan Management Company, LLC, in addition to unrelated companies.
Effective January 1, 2016, Meridian Health Plan of Iowa, Inc. ceased underwriting activities; however, the company will remain in operation to continue to service claims.
Note 2 - Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Caidan Enterprises, Inc. and its wholly owned subsidiaries, Caidan Holding Company, Inc., Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc., Meridian Health Plan of Iowa, Inc., MeridianRx, LLC, and Caidan Management Company, LLC and subsidiaries. All material intercompany accounts and transactions have been eliminated.
Cash and Cash Equivalents
The Company considers all investments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash and cash equivalent balances at seven financial institutions. Cash balances at both December 31, 2017 and 2016 are in excess of FDIC limits, resulting in amounts being uninsured and uncollateralized. The Company has not experienced any losses in such accounts. Management believes the Company is not exposed to any significant credit risk on cash.
Uncollected Premiums
Health capitation premiums are recognized in the period members are entitled to related healthcare services. Uncollected capitation balances are due from the states of Michigan, Illinois, and Iowa at year end. Since 2015, the State of Illinois has experienced a budget impasse which was resolved in 2017 but has impacted the timeliness of funding for state programs. The Illinois Department of Human Services consented to a court decree ordering operation and fulfillment of provisions under the federal Medicaid act. The court order required the State of Illinois to pay all Medicaid providers as if there were no state budget impasse. The Company believes all uncollected premiums will be realized, therefore, no allowance for doubtful accounts has been recorded.
7
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 2 - Significant Accounting Policies (Continued)
Healthcare Receivables
The allowance for doubtful accounts is determined based on managements assessment of amounts that remain unpaid as of year end. Balances are evaluated on an on-going basis to determine amounts that may not be collectible based on a specific assessment of each outstanding balance and the customer or provider from which its due. Amounts deemed to be uncollectible are charged to the allowance for doubtful accounts in the period that such determination is made. At December 31, 2017, management recorded an allowance for doubtful accounts of $3,304,610 related to a healthcare receivable balance on a shared-savings arrangement effective as of January 1, 2017. Management believes all receivables are fully collectible at December 31, 2016; accordingly, no allowance for doubtful accounts has been established. The year-end receivable is comprised of the ACA fee reimbursements, shared savings from risk-sharing provisions, trade accounts receivable, and other receivables (see Note 18).
In 2017, the Companys subsidiary, Meridian Health Plan of Michigan, Inc., is entitled to shared-savings compensation based on targeted medical loss ratio percentages specified within certain contracts. If the providers do not meet prescribed medical loss ratios, they share in the excess costs, and a healthcare receivable is recorded if deemed collectible by management. The Company estimates an amount receivable related to these risk-sharing provisions, which is recorded as a healthcare receivable at December 31, 2017.
The Company recorded accounts receivable related to pharmaceutical benefit management services provided to unaffiliated customers. Accounts receivable are stated at net invoice amounts. All amounts are considered fully collectible at December 31, 2017 and 2016.
Accrued Interest
The Companys subsidiary, Meridian Health Plan of Illinois, Inc. records interest income in accordance with the Illinois State Prompt Payment Act. At December 31, 2017, interest receivable of $26,894,536 is due from the State of Illinois based on overdue capitation premiums. Interest of 1.0 percent of any amount approved and unpaid after a 90-day period from the due date shall be added for each month, or 0.033 percent of any amount approved and unpaid for each day after the end of this 90-day period until final payment is made, commensurate with the Illinois State Prompt Payment Act. The Illinois Prompt Pay Law requires the Company to pay providers within a specified time period. Due to delayed capitation receipts from the State of Illinois, the Company incurred interest expense for amounts owed to providers on unpaid claims. At December 31, 2017, the Company reported a liability within other accrued liabilities on the consolidated balance sheet of $15,078,157 for interest due to providers on unpaid claims.
The Company reports other accrued interest income at December 31, 2017 and 2016 of $1,881,763 and $1,686,336, respectively.
Investments
Investments in debt and equity securities are classified as available-for-sale securities and are measured at fair value.
Unrealized holding gains and losses net of the related tax effect are reported as a separate component of other comprehensive income in stockholders equity until realized. Impairment losses due to a decline in the value of the investment that is other than temporary are recognized when incurred. There were no other-than-temporary impairment losses in 2017 and 2016 on debt and equity securities.
Investments in limited partnerships and limited liability companies are recorded at fair value, measured at net asset value. Net asset value is provided by the general partners and managers of the companies. The general partners and managers of these companies may at times use estimates in determining the fair value of the underlying assets, and actual results could differ from those estimates. These investments consist primarily of hedge fund limited partnerships and real estate limited liability companies.
8
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 2 - Significant Accounting Policies (Continued)
Cost is determined on the specific identification method for computing realized gains and losses on the sale of investments.
Property and Equipment
Property and equipment are recorded at cost. Depreciation and amortization are recognized on a straight-line basis over the estimated useful lives of the assets. Amortization of assets under capital lease is computed using the straight-line method over the term of the lease and is included in depreciation and amortization expense. Costs of maintenance and repairs are charged to expense when incurred.
Internally Developed Software
The Company capitalizes costs incurred in the development of claims processing software for internal use, including the costs of materials, contractors, payroll, and payroll-related costs for employees. Amortization of the capitalized software costs for modules placed in service in 2017 was $696,728. There was no amortization of the capitalized software costs in 2016 as the software was not placed in service. The net book value of internally developed software at December 31, 2017 and 2016 was $15,214,087 and $8,501,954, respectively. The Company assigned an estimated useful life of 10 years for the internally developed software.
Deferred Rent
The Company received a parking incentive related to one of its office leases and has leases with scheduled increases in monthly rents over the lease terms. Rent expense is recorded on a straight-line basis over the terms of the respective leases, taking into account the parking incentive and escalating lease payments. As a result of the recognition of rent on a straight-line basis, the Company has recorded a deferred rent liability on the accompanying consolidated balance sheet. At December 31, 2017, the deferred rent liability is composed of $268,986 related to the parking incentive and $3,794,055 related to escalating lease payments. At December 31, 2016, the deferred rent liability is composed of $302,610 related to the parking incentive and $3,338,393 related to escalating lease payments.
Income Taxes
A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the year. Deferred tax liabilities or assets are recognized for the estimated future tax effects of temporary differences between book and tax accounting methods. Differences between statutory tax rates applied to pretax book income and current tax expense are attributable to nondeductible expenses and net unrealized gains and losses included in other comprehensive income.
Caidan Management Company and MeridianRx are single-member limited liability companies (LLCs), wholly owned by Caidan Enterprises, Inc. Caidan Enterprises, Inc., pursuant to provisions of the Internal Revenue Code, is an S corporation. Generally, the income of LLCs and S corporations is not subject to federal income tax at the corporate level, but rather the stockholders are required to include a pro rata share of the corporations taxable income or loss in their personal income tax returns, irrespective of whether dividends have been paid. Accordingly, the Company does not incur or reflect federal tax expense attributable to Caidan Enterprises, Inc., Caidan Management Company, LLC, or MeridianRx, LLC.
Caidan Holding Company, Inc. files a consolidated federal tax return with wholly owned subsidiaries Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc., and Meridian Health Plan of Iowa, Inc., all of which are C corporations.
9
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 2 - Significant Accounting Policies (Continued)
The effects of tax positions are generally recognized in the consolidated financial statements consistent with amounts reflected in returns filed, or expected to be filed, with taxing authorities. Management evaluates the Companys exposure for uncertain tax positions at each reporting period. As of December 31, 2017 and 2016, management believes the Company has no material uncertain tax positions and, therefore, no such liabilities have been recorded. As of December 31, 2017 and 2016, the Companys unrecognized tax benefits were not significant. There were no significant penalties or interest recognized during the year or accrued at year end.
Other Comprehensive Income
Accounting principles generally require that recognized revenue, expenses, gains, and losses be included in net income. Certain changes in assets and liabilities, however, such as unrealized gains and losses on available-for-sale securities are reported as a direct adjustment to the equity section of the consolidated balance sheet. Such items, along with net income, are considered components of comprehensive income.
Accumulated other comprehensive income at December 31, 2017 and 2016 is composed of unrealized gains or losses, net of federal income tax, on available-for-sale securities. Reclassification adjustments out of other comprehensive income are composed of realized gains (losses) on available-for-sale securities in the amount of $327,223 and $(99,909), the tax impact of which is approximately $106,000 and $(44,000) for 2017 and 2016, respectively.
Reclassification
Certain 2016 amounts in the consolidated financial statements have been reclassified in order to conform to the 2017 presentation. The reclassifications had no impact on consolidated net income or stockholders equity.
Premium Revenue Recognition and Uncollected Premiums
Capitation premium revenue is recognized in the period members are entitled to related healthcare services. Premium revenue is earned through the Companys various Medicaid and Medicare contracts with the Centers for Medicare and Medicaid Services (CMS) and the states of Michigan, Illinois, and Iowa. The Medicare and Medicaid contracts establish fixed, monthly premium rates per member, which are generally determined at the beginning of each new contract renewal period. However, premiums may be adjusted by CMS and the state agencies throughout the term of the contracts in certain cases. Premium rate changes are recognized in the period the change becomes effective, when the effect of the change is reasonably estimable, and collection is assured. The Company also earns supplemental premium revenue (maternity case rate) for each newborn birth. This revenue is recognized in the period the services are provided to the member.
Expected premium revenue is based on membership files received from CMS and state agencies with which the Company has Medicaid contracts, and the contracted premium rates per member. These membership files are compared to payments received to determine whether the Company has been paid the correct premium category and program. Uncollected Premiums are recorded for the difference between expected revenue and amounts collected. The effects of member retroactivity is recorded in the period the changes in membership are identified.
Certain Medicaid and Medicare premiums are subject to a risk adjustment arrangement whereby premiums will be retroactively risk adjusted based on the risk scores of the members. The Company recognizes changes to risk-adjusted premiums as revenue in the period amounts are determinable. See Note 16 for additional information on retrospectively rated contracts and contracts subject to redetermination.
Pharmacy Revenue and Cost of Revenue Recognition
Pharmacy expense is recognized at the time prescriptions are dispensed by pharmacies in the Companys network to eligible members and consists primarily of ingredient costs and dispensing fees paid to retail pharmacies with which the Company has contracted.
10
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 2 - Significant Accounting Policies (Continued)
Pharmacy revenue from unaffiliated entities consists of the prescription price (ingredient cost plus dispensing fee) negotiated with the retail pharmacies with which the Company has contracted, including the portion to be settled directly by the member (co-payment), plus any associated administrative fees. This revenue is recognized when the claim is processed. The Company has the contractual obligation to pay network pharmacies for benefits provided to participating members and, therefore, acts as principal in the arrangement and reflects the total prescription price as revenue in accordance with applicable accounting guidance.
Rebate Accounting
The Company receives certain rebates from pharmaceutical manufacturers, which are recorded as a reduction of pharmacy expense. The Company records rebates and administrative fees receivable from the manufacturer when the prescriptions covered under contractual agreements with the manufacturers are dispensed; these amounts are not dependent upon future pharmaceutical sales.
Concentration Risk - Revenue
The majority of the Companys revenue is derived under the various Medicaid programs in Michigan and Illinois, the Medicare-Medicaid Alignment Initiative Plan in Illinois, and MI Health Link Plan in Michigan. The Companys current Medicaid contract with the State of Michigan is in effect through December 31, 2020 with three one-year extensions. The Companys MI Health Link Plan contract with the State of Michigan is in effect through December 31, 2018 with one-year renewal options for an additional two years. The Companys Medicaid contract with the State of Illinois expires on January 1, 2022 with renewal options for an additional four years. The Medicare-Medicaid Alignment Initiative Plan contract expires on December 31, 2019.
Recognition of Healthcare Service Costs
Healthcare service costs and related liabilities are recorded when medical services are provided to eligible members. The accrued healthcare costs payable include an actuarially determined estimate of the ultimate cost of settling claims.
Direct medical expenses include amounts paid or payable to hospitals, physicians, and providers of ancillary services. Recorded direct medical expenses are reduced by the amount of pharmacy rebates earned, subrogation recoveries, member co-pays, other cost-sharing amounts, and amounts due from contracted providers under risk-sharing and/or value-based arrangements. Certain administrative costs provided by outside service providers, including utilization review services, care coordination, and case management, are recorded in general and administrative expense.
The Company uses actuarial principles and assumptions that are consistently applied each reporting period and recognizes the actuarial best estimate of the ultimate accrued healthcare costs payable along with a margin for adverse deviation. When actual experience differs from prior estimates, accrued healthcare costs are adjusted through current year program expenses.
Accrued healthcare costs payable are developed using a combination of development (i.e., completion factors) approach and projection approach. The Company calculates total projected claims for each month by multiplying the projected per member per month (PMPM) costs for each month by the total members for that month. The Company then calculates the outstanding incurred claims by subtracting the claims paid for incurral month from the total projected claims. The Company applies the projection method for recent months where lag completion data is particularly volatile.
The development method estimates the portion of claims that have been paid to date for each incurral month based on past claim lag data, which reflects historic time lags in medical claim data between the month of service and the month of claim processing. This approach was used for months with sufficient claim runout.
11
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 2 - Significant Accounting Policies (Continued)
The Company evaluated both the level and the trend in incurred claims PMPM. The completion factors reflect the Companys best estimates for the current pattern of incurred claim emergence and deemed consistent with observed patterns of seasonal claim variation and current PMPM claim cost trends.
Physician and Hospital Contracts
Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc., and Meridian Health Plan of Iowa, Inc. contract directly with physicians, physician groups, and hospitals for the provision of medical care and compensate the providers on either a capitation or fee-for-service basis.
The Company participates in transfer payment programs with the states of Michigan and Illinois. Amounts paid and received from these programs are recognized as agency transactions under deposit accounting for uninsured activity.
Funds Maintained Under Statutory Requirements
Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc., and Meridian Health Plan of Iowa, Inc. maintain segregated funds under statutory or contractual requirements to protect members and healthcare providers in the event the Company is unable to meet its contractual obligations. These funds can be used only at the direction of the State of Michigan, State of Illinois, and State of Iowa, respectively, in accordance with statutory provisions. At December 31, 2017 and 2016, $2,649,509 and $2,642,237, respectively, was held in cash equivalents, municipal obligations, and U.S. Treasury bills to fulfill these requirements.
Fair Value of Financial Instruments
Financial instruments consist of cash equivalents, investments, accounts receivable, loans receivable, accounts payable, line of credit, stock redemption payable, notes payable, and capital lease obligations. The carrying amount of all significant financial instruments approximates fair value due to either the short maturity or the existence of variable interest rates that approximate prevailing market rates.
Adoption of New Accounting Pronouncement
In May 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-09, Disclosures about Short -Duration Contracts , which expands disclosures for the Companys insurance contracts. The disclosures required by this update increase transparency of significant estimates made in measuring the liability for unpaid claims and claim adjustment expenses, improve comparability by requiring consistent disclosure of information, and provide financial statement users with information to facilitate analysis of the amount, timing, and uncertainty of cash flows arising from insurance contracts and the development of claim reserve estimates. The new guidance was adopted as of December 31, 2017 as disclosed within Note 8.
12
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 2 - Significant Accounting Policies (Continued)
Upcoming Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which will supersede the current revenue recognition requirements in Topic 605, Revenue Recognition . The ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The new guidance will be effective for the Companys year ending December 31, 2019. The ASU permits application of the new revenue recognition guidance to be applied using one of two retrospective application methods. The majority of the Companys consolidated revenue is derived from insurance contracts, which are specifically excluded from the scope of ASU No. 2014-09. Therefore, the new guidance will primarily impact the Companys pharmacy revenue. Performance obligations associated with customer contracts of the Company are completed within one year. Consideration received for performance obligations is fixed based on ingredient costs, dispensing fees, and administrative fees for claims processing, all of which relate to the pharmacy revenue. The Company has not completed its analysis; however, it does not foresee significant revisions to contracts based on adoption of the new standard, and a full retrospective method will be applied. The adoption of this guidance is not anticipated to have a material effect on the Companys results of operations, financial condition, or cash flows.
In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-01, Financial Instruments , which requires equity investments, other than those accounted for under the equity method of accounting or those that result in consolidation of the investee, to be measured at fair value with changes in fair value recognized in net income. This amendment also simplifies the impairment test of equity investments without readily determinable fair values. The Company anticipates adoption in its fiscal year ending December 31, 2018; however, it does not foresee a material impact on its consolidated results of operations, financial condition or cash flows.
The FASB issued ASU No. 2016-02, Leases , that is expected to significantly change the accounting for both operating and capital lease contracts. The standard introduces a right-to-use approach to lease accounting. In essence, the proposed standard eliminates the off-balance-sheet accounting currently used for operating leases. This model would result in the recognition of a liability for payments due under the lease contract and a corresponding asset representing the right to use the underlying asset. Under U.S. GAAP, most leases currently classified as capital/financing leases would recognize amortization expense related to the right-to-use asset separately from interest expense related to the lease liability. Conversely, most leases currently classified as operating leases would not separate amortization expense from interest expense and would rather recognize a single total lease expense. The new guidance will be effective for the Companys year ending December 31, 2020. The Company anticipates adoption in its fiscal year ending December 31, 2020 and expects leased items, as disclosed in Note 13, to be reported as long-term assets with a corresponding liability for the lease commitments using a modified retrospective transition method to the beginning of the earliest period presented. The new lease standard is expected to have a significant effect on the Companys consolidated balance sheet as a result of the leases classified as operating leases. The effects on the results of operations are not expected to be significant as recognition and measurement of expenses and cash flows for leases will be substantially the same under the new standard.
13
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 2 - Significant Accounting Policies (Continued)
In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326) , which requires entities to use a current expected credit loss model, which is a new impairment model based on expected losses rather than incurred losses. Under this model, companies would recognize an impairment allowance equal to its current estimate of all contractual cash flows that the entity does not expect to collect from financial assets measured at amortized cost. The estimate would consider relevant information about past events, current conditions, and reasonable and supportable forecasts, which will result in recognition of lifetime expected credit losses upon loan origination. This guidance is effective for fiscal years beginning after December 15, 2020. The adoption of this guidance is not anticipated to have a material effect on the Companys results of operations, financial condition, or cash flows.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash. This update requires entities to reconcile, on the statement of cash flows, changes in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The new guidance will be effective for the Companys year ending December 31, 2019. The adoption of this guidance is not anticipated to have a material effect on the Companys consolidated results of operations, financial condition, or cash flows.
In March 2017, the FASB issued ASU 2017-08, Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities . This guidance shortens the amortization period for certain callable debt securities held at a premium, requiring the premium to be amortized to the earliest call date. Under current GAAP, premiums and discounts on callable debt securities are generally amortized to the maturity date. The new guidance does not change the accounting for purchased callable debt securities held at a discount. The guidance will be effective for the Companys year ending December 31, 2020. The Company is currently assessing the effect this guidance will have on our consolidated results of operations, financial condition and cash flows, but the effect is not expected to be material.
In February 2018, the FASB issued ASU 2018-02, Income Statement Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which allows entities to reclassify stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 from accumulated other comprehensive income to retained earnings. The guidance is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently assessing the effect this guidance will have on our consolidated results of operations, financial condition and cash flows.
Use of Estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Significant estimates exist relating to the accrual for healthcare costs and fair value of investments. It is at least reasonably possible that these estimates will be materially revised in the near term.
14
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 3 - Investments in Debt and Equity Securities - Fair Value
Available for sale securities consist of consist of debt and equity securities. The estimated fair values of available for sale securities at December 31 are as follows:
2017 | ||||||||||||||||
Cost/Amortized
Cost |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Estimated Fair
Value |
|||||||||||||
Equity securities: |
||||||||||||||||
Common stocks |
$ | 15,028,728 | $ | 2,246,199 | $ | (53,091 | ) | $ | 17,221,836 | |||||||
Mutual funds |
2,513,452 | 4,536 | (10,342 | ) | 2,507,646 | |||||||||||
Bonds: |
||||||||||||||||
Mortgage-backed securities |
73,611,348 | 239,363 | (725,365 | ) | 73,125,346 | |||||||||||
Corporate securities |
79,406,575 | 358,522 | (232,752 | ) | 79,532,345 | |||||||||||
Debt securities issued by the U.S. Treasury |
7,755,348 | 1,615 | (4,577 | ) | 7,752,386 | |||||||||||
Debt securities issued by the states of the U.S. |
27,933,350 | 156,121 | (87,871 | ) | 28,001,600 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 206,248,801 | $ | 3,006,356 | $ | (1,113,998 | ) | $ | 208,141,159 | |||||||
|
|
|
|
|
|
|
|
|||||||||
2016 | ||||||||||||||||
Cost/Amortized
Cost |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Estimated Fair
Value |
|||||||||||||
Equity securities: |
||||||||||||||||
Common stock |
$ | 11,044,626 | $ | 559,004 | $ | (125,494 | ) | $ | 11,478,136 | |||||||
Mutual funds |
1,992,048 | | | 1,992,048 | ||||||||||||
Bonds: |
||||||||||||||||
Mortgage-backed securities |
58,309,013 | 223,386 | (452,209 | ) | 58,080,190 | |||||||||||
Corporate securities |
83,792,554 | 269,516 | (88,123 | ) | 83,973,947 | |||||||||||
Debt securities issued by the U.S. Treasury |
9,544,553 | | (20,969 | ) | 9,523,584 | |||||||||||
Debt securities issued by the states of the U.S. |
40,027,044 | 101,279 | (219,383 | ) | 39,908,940 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 204,709,838 | $ | 1,153,185 | $ | (906,178 | ) | $ | 204,956,845 | |||||||
|
|
|
|
|
|
|
|
Included in the 2017 and 2016 tables above are investments totaling $714,467 and $640,000, respectively, that are included in the funds maintained under statutory reserve requirements on the consolidated balance sheet at December 31, 2017 and 2016.
The amortized costs and estimated fair values of debt securities available for sale at December 31, 2017, by contractual maturity, are shown below. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Cost/Amortized
Cost |
Estimated Fair
Value |
|||||||
Due in one year or less |
$ | 88,791,319 | $ | 88,709,667 | ||||
Due in one year through five years |
24,855,457 | 24,986,866 | ||||||
Due after five years through ten years |
11,542,337 | 11,649,073 | ||||||
Due after ten years |
63,517,508 | 63,066,071 | ||||||
|
|
|
|
|||||
Total |
$ | 188,706,621 | $ | 188,411,677 | ||||
|
|
|
|
15
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 3 - Investments in Debt and Equity Securities - Fair Value (Continued)
During 2017 and 2016, sales proceeds and gross realized gains and losses on securities classified as available for sale were as follows:
2017 | 2016 | |||||||
Sales proceeds - Debt securities |
$ | 15,244,322 | $ | 39,339,422 | ||||
Sales proceeds - Equity securities |
2,473,382 | 2,613,190 | ||||||
Gross realized gains |
425,857 | 363,403 | ||||||
Gross realized losses |
98,634 | 463,312 |
Available for sale investments with a decline in value below cost or amortized cost at December 31 are as follows:
2017 | ||||||||||||||||||||||||
Less than 12 Months | 12 Months or Greater | Total | ||||||||||||||||||||||
Fair Value |
Gross
Unrealized Losses |
Fair Value |
Gross
Unrealized Losses |
Fair Value |
Gross
Unrealized Losses |
|||||||||||||||||||
Equity securities: |
||||||||||||||||||||||||
Common stock |
$ | 701,099 | $ | (14,361 | ) | $ | 608,933 | $ | (38,730 | ) | $ | 1,310,032 | $ | (53,091 | ) | |||||||||
Mutual funds |
500,787 | (10,342 | ) | | | 500,787 | (10,342 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total equity securities |
1,201,886 | (24,703 | ) | 608,933 | (38,730 | ) | 1,810,819 | (63,433 | ) | |||||||||||||||
Bonds: |
||||||||||||||||||||||||
Mortgage-backed securities |
40,070,146 | (434,097 | ) | 16,812,495 | (291,268 | ) | 56,882,641 | (725,365 | ) | |||||||||||||||
Corporate securities |
58,202,421 | (232,752 | ) | | | 58,202,421 | (232,752 | ) | ||||||||||||||||
Debt securities issued by the U.S. Treasury |
2,868,351 | (4,081 | ) | 1,874,756 | (496 | ) | 4,743,107 | (4,577 | ) | |||||||||||||||
Debt securities issued by states of the U.S. |
6,819,501 | (36,571 | ) | 1,610,249 | (51,300 | ) | 8,429,750 | (87,871 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total bonds |
107,960,419 | (707,501 | ) | 20,297,500 | (343,064 | ) | 128,257,919 | (1,050,565 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 109,162,305 | $ | (732,204 | ) | $ | 20,906,433 | $ | (381,794 | ) | $ | 130,068,738 | $ | (1,113,998 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
2016 | ||||||||||||||||||||||||
Less than 12 Months | 12 Months or Greater | Total | ||||||||||||||||||||||
Fair Value |
Gross
Unrealized Losses |
Fair Value |
Gross
Unrealized Losses |
Fair Value |
Gross
Unrealized Losses |
|||||||||||||||||||
Equity securities - Common stocks |
$ | 1,440,526 | $ | (12,277 | ) | $ | 1,272,402 | $ | (113,217 | ) | $ | 2,712,928 | $ | (125,494 | ) | |||||||||
Bonds: |
||||||||||||||||||||||||
Mortgage-backed securities |
41,325,498 | (427,388 | ) | 1,487,058 | (24,821 | ) | 42,812,556 | (452,209 | ) | |||||||||||||||
Corporate securities |
64,395,929 | (88,123 | ) | | | 64,395,929 | (88,123 | ) | ||||||||||||||||
Debt securities issued by the U.S. Treasury |
7,017,959 | (17,427 | ) | 1,865,625 | (3,542 | ) | 8,883,584 | (20,969 | ) | |||||||||||||||
Debt securities issued by states of the U.S. |
29,404,924 | (219,383 | ) | | | 29,404,924 | (219,383 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total bonds |
142,144,310 | (752,321 | ) | 3,352,683 | (28,363 | ) | 145,496,993 | (780,684 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 143,584,836 | $ | (764,598 | ) | $ | 4,625,085 | $ | (141,580 | ) | $ | 148,209,921 | $ | (906,178 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
16
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 3 - Investments in Debt and Equity Securities - Fair Value (Continued)
As of December 31, 2017 and 2016, the portfolio had 133 and 152 securities, respectively, in an unrealized loss position. The Company evaluated its investments with unrealized losses for impairment at December 31, 2017 and 2016. Based on the evaluation and the Companys ability and intent to hold those investments for a reasonable period of time sufficient for a forecasted recovery of fair value, the Company does not consider those investments to be other-than-temporarily impaired at December 31, 2017 and 2016.
Note 4 - Fair Value Measurements
Accounting standards require certain assets and liabilities be reported at fair value in the consolidated financial statements and provide a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value.
The following tables present information about the Companys assets measured at fair value on a recurring basis at December 31, 2017 and 2016 and the valuation techniques used by the Company to determine those fair values.
In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets that the Company has the ability to access.
Fair values determined by Level 2 inputs use other inputs that are observable either directly or indirectly. These Level 2 inputs include quoted prices for similar assets in active markets and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability.
In instances whereby inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Companys assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset.
17
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 4 - Fair Value Measurements (Continued)
2017 | ||||||||||||||||
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
Significant Other
Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
Total | |||||||||||||
Equity securities: |
||||||||||||||||
Common stocks |
$ | 17,221,836 | $ | | $ | | $ | 17,221,836 | ||||||||
Mutual funds |
2,507,646 | | | 2,507,646 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total equity securities |
19,729,482 | | | 19,729,482 | ||||||||||||
Bonds: |
||||||||||||||||
Mortgage-backed securities |
| 73,125,346 | | 73,125,346 | ||||||||||||
Corporate securities |
| 79,532,345 | | 79,532,345 | ||||||||||||
Debt securities issued by the U.S. Treasury |
| 7,752,386 | | 7,752,386 | ||||||||||||
Debt securities issued by states of the U.S. |
| 28,001,600 | | 28,001,600 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total bonds |
| 188,411,677 | | 188,411,677 | ||||||||||||
Limited Partnerships and Limited Liability Companies |
| | 4,871,115 | 4,871,115 | ||||||||||||
Cash equivalents - Money market mutual funds |
34,925,102 | | | 34,925,102 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 54,654,584 | $ | 188,411,677 | $ | 4,871,115 | $ | 247,937,376 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
2016 | ||||||||||||||||
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
Significant Other
Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
Total | |||||||||||||
Equity securities: |
||||||||||||||||
Common stocks |
$ | 11,478,136 | $ | | $ | | $ | 11,478,136 | ||||||||
Mutual funds |
1,992,048 | | | 1,992,048 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total equity securities |
13,470,184 | | | 13,470,184 | ||||||||||||
Bonds: |
||||||||||||||||
Mortgage-backed securities |
| 58,080,190 | | 58,080,190 | ||||||||||||
Corporate securities |
| 83,973,947 | | 83,973,947 | ||||||||||||
Debt securities issued by the U.S. Treasury |
| 9,523,584 | | 9,523,584 | ||||||||||||
Debt securities issued by the states of the U.S. |
| 39,908,940 | | 39,908,940 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total bonds |
| 191,486,661 | | 191,486,661 | ||||||||||||
Limited Partnerships and Limited Liability Companies |
| | 4,873,107 | 4,873,107 | ||||||||||||
Cash equivalents - Money market mutual funds |
14,437,675 | | | 14,437,675 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 27,907,859 | $ | 191,486,661 | $ | 4,873,107 | $ | 224,267,627 | ||||||||
|
|
|
|
|
|
|
|
18
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 4 - Fair Value Measurements (Continued)
The following summarizes the valuation methodology used in determining fair value measurements of the significant classes of the Companys assets measured at fair value on a recurring basis:
Level 1 Measurements
| Common Stocks - The fair value of these funds is based upon the unadjusted quoted prices for the identical security in active markets that the Company can access. |
| Mutual Funds and Money Market Mutual Funds - The Company values its mutual funds and money market funds using net asset value of the funds. The net asset value of the funds is determined and published as a basis for current transactions and considered fair value. |
Level 2 Measurements
| Debt Securities - U.S. Government and States - The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields, and credit spreads |
| Debt Securities - Corporate - The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields, and credit spreads. |
| Debt Securities - Residential Mortgage -backed - The primary inputs to the valuation include quoted prices for identical or similar assets in markets that are not active, contractual cash flows, benchmark yields, prepayment speeds, collateral performance, and credit spreads. |
Level 3 Measurements
| Limited Partnerships and Limited Liability Companies - The Company values its investments in limited partnerships and limited liability companies using net asset values that are provided by the general partners and managers of the companies. The net asset value is determined based on the fair value of the underlying assets, and is considered fair value. |
Note 5 - Investment in Joint Ventures
The Company is a member of a joint venture, 1000 Webward LLC, which was established for the sole purpose of purchasing an office building in Detroit, Michigan. The investment in the joint venture is recorded using the equity method. The Company has a 50 percent membership percentage and a 50 percent profit and loss sharing percentage.
Financial information of 1000 Webward LLC for the years ended December 31 is summarized below:
2017 | 2016 | |||||||
Total assets |
$ | 164,034,468 | $ | 165,620,651 | ||||
|
|
|
|
|||||
Total liabilities |
$ | 129,213,544 | $ | 129,906,166 | ||||
|
|
|
|
|||||
Members equity |
$ | 34,820,924 | $ | 35,714,485 | ||||
|
|
|
|
|||||
Net income |
$ | 2,674,368 | $ | 5,826,058 | ||||
|
|
|
|
|||||
Share of adjusted income |
$ | 1,337,184 | $ | 7,627,730 | ||||
|
|
|
|
|||||
Investment in joint venture |
$ | 17,410,462 | $ | 17,857,242 | ||||
|
|
|
|
19
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 5 - Investment in Joint Ventures (Continued)
The Company leases office space from 1000 Webward LLC through December 2024 (see Note 13). The Company incurred rent expense of $11,894,702 and $11,129,619 related to the lease agreements in 2017 and 2016, respectively. At December 31, 2017 and 2016, the Company has net receivables from (payables to) the joint venture of $261,644 and $(1,866,035), respectively, related to the lease agreements.
During 2017 and 2016, the Company received distributions from 1000 Webward LLC of $3,650,000 and $897,500, respectively. During 2016, 1000 Webward LLC restated its 2015 financial statements to correctly account for an amended lease. The Companys share of adjusted income in 2016 includes its share of the adjustment related to the restatement for the amended lease.
Note 6 - Notes Receivable
The Company has a note receivable with an unrelated third party with a balance of $1,203,612 and $1,248,375 at December 31, 2017 and 2016, respectively. The note is collateralized by the third partys ownership interest in two companies, a Michigan corporation and a Wyoming limited liability company. The note bears interest at 7 percent, is payable in annual installments including interest of $132,150, and is due in full on May 31, 2019.
The Company financed two unsecured notes during 2013, each in the amount of $1,356,133, issued by trusts controlled by two stockholders of the Company. The notes bear interest at 1 percent compounded annually and mature on May 25, 2020. Interest shall be due and paid annually. Any amounts unpaid will be capitalized and added to the principal of the notes. The total amount outstanding on these notes at December 31, 2017 and 2016 is $2,712,266.
Note 7 - Property and Equipment
Property and equipment are summarized as follows:
2017 | 2016 |
Depreciable
Life - Years |
||||||||||
Land |
$ | 2,838,659 | $ | 738,659 | | |||||||
Buildings and building improvements |
8,569,162 | 3,200,930 | 39 | |||||||||
Equipment |
7,673,202 | 7,475,638 | 3 | |||||||||
Furniture and fixtures |
12,078,200 | 11,252,832 | 5 | |||||||||
Computer equipment and software |
33,771,220 | 32,359,031 | 3-5 | |||||||||
Leasehold improvements |
20,777,150 | 26,107,909 | 10 | |||||||||
Construction in progress |
5,587,366 | 2,504,403 | | |||||||||
|
|
|
|
|||||||||
Total cost |
91,294,959 | 83,639,402 | ||||||||||
Accumulated depreciation and amortization |
39,831,974 | 34,930,485 | ||||||||||
|
|
|
|
|||||||||
Net property and equipment |
$ | 51,462,985 | $ | 48,708,917 | ||||||||
|
|
|
|
Depreciation and amortization expense was $12,391,420 in 2017 and $11,051,828 in 2016.
20
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 8 - Accrued Healthcare Costs Payable
The estimated reserve for claims incurred but not reported has been determined by an independent actuary. Although management believes that the provision for accrued healthcare costs payable is adequate, no assurance can be given that the ultimate settlements of these liabilities may not be greater or less than such estimates. Any future adjustments to these amounts will affect the reported results of future periods.
2017 | 2016 | |||||||
Accrued healthcare costs payable - Beginning of year |
$ | 428,952,619 | $ | 373,192,020 | ||||
Incurred claim: |
||||||||
Provision for claims incurred in current year |
2,956,594,392 | 2,576,151,699 | ||||||
(Decrease) increase in provision for claims incurred in prior years |
(22,536,703 | ) | 3,273,764 | |||||
|
|
|
|
|||||
Total incurred |
2,934,057,689 | 2,579,425,463 | ||||||
Payments related to: |
||||||||
Current year |
2,401,955,851 | 2,183,357,364 | ||||||
Prior years |
503,421,855 | 340,307,500 | ||||||
|
|
|
|
|||||
Total paid |
2,905,377,706 | 2,523,664,864 | ||||||
|
|
|
|
|||||
Accrued healthcare costs payable - End of year |
$ | 457,632,602 | $ | 428,952,619 | ||||
|
|
|
|
For the purpose of the table above, accrued healthcare costs payable at year end apply a balance gross of eliminations of $31,873,002 and $59,627,550 at December 31, 2017 and 2016, respectively, for amounts due from the health plans to MeridianRx, LLC. Total incurred amounts relating to amounts administered by MeridianRx, LLC for pharmacy costs totaling $550,192,811 and $466,322,979 for 2017 and 2016, respectively, are eliminated upon consolidation. Therefore, the balances in the table above are representative of the amounts incurred by the Meridian Health Plans and payable to hospitals and medical providers, as well as MeridianRx, LLC, and will not reflect accrued healthcare costs payable on the consolidated balance sheet or program expenses for healthcare delivery on the consolidated statement of operations as of December 31, 2017 or 2016 due to the eliminations noted above.
Reserves for incurred claims and claims adjustment expenses attributable to insured events of prior years changed in 2017 and 2016 as a result of claims development patterns emerging differently than originally estimated. The favorable development recognized in 2017 of $22.5 million is largely related to Meridian Health Plan of Michigan, Inc.s MI Health Link and Medicaid program and the costs and claim submissions for a subset of membership within those programs not developing at the rate assumed when establishing the accrued healthcare costs payable. The unfavorable development in 2016 of $3.3 million was a combination of favorable development within the Michigan Medicaid populations resulting from lower than expected utilization and unfavorable development within the Illinois Medicaid populations as a result of completion factors and claim submission and payment patterns not developing as originally assumed. Original estimates are increased or decreased as additional information becomes known regarding individual claims.
21
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 8 - Accrued Healthcare Costs Payable (Continued)
The following is information about incurred and paid claims development as of December 31, 2017 as well as IBNR and cumulative reported claims by loss year. The information related to incurred and paid claims development for the years ended December 31, 2016 to 2017 is presented below. The 2016 information is unaudited. Information regarding incurred and paid claims development represents medical health claims only. Other components of the program expenses do not incur significant change in estimates and development for the purpose of this disclosure. Development in 2017 for medical health claims represented $15,738,683 of the decrease in the provision for claims incurred for prior years with the remaining decrease of $6,798,020 relating to other claim types.
22
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 8 - Accrued Healthcare Costs Payable (Continued)
The significant components of incurred program expenses are as follows:
2017 | 2016 | |||||||||||||||
Incurred Expenses
Including Loss Adjustment Expenses |
Accrued Health
Care Cost Payable |
Incurred Expenses
Including Loss Adjustment Expenses |
Accrued Health
Care Cost Payable |
|||||||||||||
Medical health claims |
$ | 2,221,796,955 | $ | 378,872,544 | $ | 1,947,717,032 | $ | 338,052,940 | ||||||||
Pharmacy |
551,383,217 | 32,034,922 | 468,145,343 | 59,645,049 | ||||||||||||
Dental |
75,840,883 | 10,929,327 | 97,398,445 | 1,712,903 | ||||||||||||
Transportation |
26,874,268 | | 21,142,804 | 168,989 | ||||||||||||
Medical other |
58,162,366 | 35,795,809 | 45,021,839 | 29,372,738 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 2,934,057,689 | $ | 457,632,602 | $ | 2,579,425,463 | $ | 428,952,619 | ||||||||
|
|
|
|
|
|
|
|
Note 9 - Premium Deficiency Reserves
As of December 31, 2017 and 2016, the Company has no liabilities related to premium deficiency reserves as determined by an independent actuary. The Company did not consider investment income in its evaluation of premium deficiency reserves.
Note 10 - Reinsurance
The Companys subsidiary, Meridian Health Plan of Michigan, Inc., maintains a reinsurance policy to provide coverage on an annual per member basis after a deductible for eligible services is reached. For the period from January 1, 2016 through December 31, 2016, the Company had two reinsurance policies in effect. The first agreement was with a related party through common ownership and management, and the deductible is $1,000,000. In 2016, this reinsurance agreement will cover 10 percent of losses incurred per member between $1,000,000 and $2,000,000 and 100 percent of losses incurred per member between $2,000,000 to $3,000,000, excess of $300,000 self-insured retention. The second agreement has a deductible of $300,000 from January 1, 2016 through June 30, 2017. The deductible for the period from July 1, 2017 through December 31, 2017 is $400,000. The maximum agreement period reinsurance indemnity payable is $2,000,000 per member for the period from January 1, 2016 through June 30, 2017. The maximum agreement period reinsurance indemnity payable is $5,000,000 per member for the period from July 1, 2017 through December 31, 2017. In 2017, the Company also maintained a reinsurance policy to provide coverage for a separate covered population on an annual per member basis after a deductible for eligible services is reached. The agreement has a deductible of $250,000 and a maximum agreement period reinsurance indemnity payable of $2,000,000 per member for the period from January 1, 2017 through December 31, 2017. The Company has reported premiums net of reinsurance ceded of $2,435,684 and $2,150,942 as of December 31, 2017 and 2016, respectively. Losses recovered by the Company totaled approximately $2,524,000 and $4,672,000 in 2017 and 2016, respectively. At December 31, 2017 and 2016, the Company has a reinsurance receivable recorded of $3,264,841 and $4,122,280, respectively.
23
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 10 - Reinsurance (Continued)
The Companys subsidiary, Meridian Health Plan of Illinois, Inc., maintains a noncancelable reinsurance policy with a nonaffiliated reinsurer to provide coverage on an annual per member basis after a deductible for eligible services is reached. The deductible for the period from January 1, 2016 through June 30, 2017 is $350,000. The deductible for the period from July 1, 2017 through December 31, 2017 is $450,000. The maximum annual reinsurance coverage payable under the agreement from January 1, 2016 through June 30, 2017 is $2,000,000 per member. The maximum annual reinsurance coverage payable under the agreement from July 1, 2017 through December 31, 2017 is $5,000,000 per member. The Company has reported premiums net of reinsurance ceded of $4,146,484 and $3,303,996 during the years ended December 31, 2017 and 2016, respectively. Losses recovered by the Company totaled $4,131,694 and $3,071,586 for the years ended December 31, 2017 and 2016, respectively. At December 31, 2017 and 2016, the Company has a reinsurance receivable recorded of $4,549,579 and $3,253,656, respectively.
At December 31, 2017 and 2016, the Company has other reinsurance receivable recorded of $0 and $176,521, respectively.
The Company does not have assumed reinsurance, uncollectible reinsurance, or retroactive reinsurance.
These reinsurance agreements permit recovery of a portion of losses from the reinsurance carrier, although it does not discharge the primary liability of the Company as direct insurer of the risks reinsured.
Note 11 - Notes Payable and Lines of Credit
In August 2015, Caidan Enterprises, Inc., Caidan Holding Company, Inc., Caidan Management Company, LLC, and MeridianRx, LLC, collectively as co-borrowers, entered into a revolving credit and draw to term loan agreement that expires on August 25, 2020. The credit facility is collateralized by substantially all of the assets of the co-borrowers, and the obligation is joint and several between these parties. The revolving credit facility allows maximum borrowings of $150,000,000 with interest at the base rate plus 0.50 percent or Eurodollar base rate plus 1.50 percent, as elected by management. The draw to term loan allows maximum borrowing of $100,000,000. Borrowings bear interest at the base rate plus 1.25 percent or Eurodollar base rate of 2.25 percent, as elected by management. At December 31, 2016, the outstanding amount on the revolving credit facility and draw to term loan was $127,157,681 and $95,000,000, respectively.
In May 2017 the co-borrowers entered into a new credit agreement and terminated the aforementioned agreement. The new credit agreement expires on August 25, 2020 with automatic extensions through May 2, 2022 that are contingent upon renewal of the Medicaid contract between Meridian Health Plan of Michigan, Inc. and the Michigan Department of Health and Human Services. The new revolving credit facility allows maximum borrowings of $175,000,000 with interest at the base rate plus 0.50 to 1.50 percent or the Eurodollar base rate plus 1.00 to 2.50 percent, as elected by management and determined by the net funded debt to EBITDA ratio and a facility fee of 0.75 percent per annum. At December 31, 2017, the outstanding amount on the revolving credit facility was $82,112,006, with an available balance of $92,887,994. The credit facility is collateralized by substantially all assets of the co-borrowers, and the obligation is joint and several between these parties.
The new draw to term loan allows maximum aggregate borrowings of $150,000,000. Borrowings bear interest at the base rate plus 0.75 to 2.25 percent or the Eurodollar base rate plus 1.75 to 3.25 percent, as elected by management and determined by the net funded debt to EBITDA ratio. Monthly interest payments and quarterly principal payments commence in June 2017. At December 31, 2017, the outstanding amount on the draw to term loan was $138,750,000.
24
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 11 - Notes Payable and Lines of Credit (Continued)
The revolving credit and draw to term loan agreement contains covenants, the most restrictive of which are fixed-charge coverage ratio, minimum consolidated net income, funded debt to capitalization ratio, and funded debt to EBITDA ratio. Compliance with those covenants is calculated on a combined basis including the co-borrowers. The agreement also limits the amount of annual shareholder distributions to 60 percent or 45 percent of S-Corporation taxable income for the Companys fiscal year based on whether the net funded debt to EBITDA ratio is less than 2.50 to 1.00 or greater than or equal to 2.50 to 1.00, respectively. As of December 31, 2017 the Companys net funded debt to EBITDA ratio is less than 2.50 to 1.00.
The new credit agreement also extended additional credit to Meridian Health Plan of Illinois through an ABL credit facility of $150,000,000, which is collateralized by all eligible receivables due from the State of Illinois. In November 2017, the credit facility was amended to release MHPIL as a borrower and remove the provision of the ABL credit facility. The amendment also consented to MHP-ILs separate financing agreement while also releasing the collateralized eligible accounts of MHP-IL.
Effective November 3, 2017, the Companys subsidiary, Meridian Health Plan of Illinois, Inc., entered into a revolving loan credit facility which allows maximum borrowings of $600,000,000. The commitment termination date is the earlier of November 3, 2019 or the date on which the State of Illinois rating is downgraded to a Ba1, BB+, or BB+ by Moodys, S&P, or Fitch, respectively. Outstanding balances are due on October 31, 2067. At December 31, 2017, $208,883 was outstanding under the facility which is offset by unamortized loan acquisition costs of $229,816. Additional unpaid accrued interest of $542,814 is outstanding at December 31, 2017. Repayments of outstanding balances are applied as state capitation payments are received on eligible accounts receivable that are included in the borrowing base for amounts outstanding at date of receipt. Interest of 1.0 percent of any amount approved and unpaid after a 90-day period from the due date shall be added for each month, or 0.033 percent of any amount approved and unpaid for each day after the end of this 90-day period until final payment is made, commensurate with the Illinois State Prompt Payment Act, and is paid only upon receipt of such prompt payment penalties from the State of Illinois. The revolving loan credit facility is also subject to certain financial covenants including a risk-based capital ratio and minimum net worth requirements. The revolving credit facility is collateralized by all eligible receivables due from the State.
The Company entered into a promissory note for $4,900,000 in 2017 for the purchase of property. Interest accrues at a fixed rate of 4.0 percent, with interest payments due in monthly installments beginning in January 2017. Final principal payment, along within any outstanding accrued interest, shall be due in January 2021. The note is secured by a security agreement and mortgage. The outstanding balance at December 31, 2017 is $4,900,000.
At December 31, 2017, future minimum payments on the term loan and promissory note are as follows:
Years Ending |
Principal
Payments |
Debt Issuance
Costs |
Total Note
Payable |
|||||||||
2018 |
$ | 18,712,500 | $ | (744,356 | ) | $ | 17,968,144 | |||||
2019 |
19,950,000 | (744,356 | ) | 19,205,644 | ||||||||
2020 |
23,741,250 | (744,356 | ) | 22,996,894 | ||||||||
2021 |
29,905,000 | (744,356 | ) | 29,160,644 | ||||||||
2022 |
51,341,250 | (248,117 | ) | 51,093,133 | ||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 143,650,000 | $ | (3,225,541 | ) | $ | 140,424,459 | |||||
|
|
|
|
|
|
25
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 12 - Income Taxes
The components of the income tax provision included in the consolidated statement of operations are all attributable to continuing operations and are detailed as follows:
2017 | 2016 | |||||||
Current (recovery) expense - Federal |
$ | (3,726,017 | ) | $ | 13,355,443 | |||
Current expense - State and local |
2,636,700 | 4,553,426 | ||||||
Net deferred expense - Federal |
13,185 | 497,810 | ||||||
Net deferred expense - State |
85,433 | 81,382 | ||||||
|
|
|
|
|||||
Net income tax (recovery) expense |
$ | (990,699 | ) | $ | 18,488,061 | |||
|
|
|
|
A reconciliation of income tax at the statutory federal rate (currently 35 percent for the tax years presented) to income tax at the effective rate is as follows:
2017 | 2016 | |||||||
Income tax expense at statutory federal rate |
$ | 33,650,833 | $ | 42,436,529 | ||||
Income not subject to tax |
(38,329,683 | ) | (45,606,818 | ) | ||||
State income tax, net of federal benefit |
2,644,706 | 3,547,460 | ||||||
Tax-exempt income deduction |
(202,369 | ) | (207,160 | ) | ||||
Impact of rate change |
765,804 | | ||||||
Nondeductible expenses |
26,250 | 46,355 | ||||||
Nondeductible health insurer fee |
| 18,609,330 | ||||||
Other |
453,760 | (337,635 | ) | |||||
|
|
|
|
|||||
Net income tax (recovery) expense |
$ | (990,699 | ) | $ | 18,488,061 | |||
|
|
|
|
The details of the net deferred tax asset at December 31 are as follows:
2017 | 2016 | |||||||
Gross deferred tax liabilities - Federal |
$ | (515,227 | ) | $ | (291,533 | ) | ||
Gross deferred tax assets - Federal |
1,330,395 | 1,692,633 | ||||||
Gross deferred tax liabilities - State |
(98,139 | ) | (33,318 | ) | ||||
Gross deferred tax assets - State |
253,408 | 208,729 | ||||||
|
|
|
|
|||||
Net deferred tax asset |
$ | 970,437 | $ | 1,576,511 | ||||
|
|
|
|
Federal deferred tax liabilities result principally from unrealized investment gains and basis differences in equity method investments. Federal and state deferred tax assets result from recognition of expenses for financial reporting purposes that are not deductible for tax purposes until paid, discounting of claims reserves, and unrealized investment losses. No valuation allowance has been recognized for deferred tax assets in 2017 and 2016.
On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law. Among other changes, the TCJA reduces the corporate federal income tax rate to 21 percent effective January 1, 2018. As a result, the Company was required to revalue its deferred tax assets and liabilities as of the enactment date based on the new tax rate. The revision resulted in a reduction to the carried net deferred tax asset on December 22, 2017 with a corresponding increase to income tax expense.
26
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 13 - Operating Leases
The Company leases its office spaces under operating leases through December 2025. Total rent expense was $15,874,318 and $15,425,582 for the years ended December 31, 2017 and 2016, respectively. The Company has lease agreements with a related party as disclosed in Note 5.
The Company also leases office equipment under various noncancelable operating lease agreements that expire through November 2021. Rental expense for office equipment was $317,244 and $234,185 for the years ended December 31, 2017 and 2016, respectively.
Future minimum rental commitments under these operating leases are as follows:
Years Ending |
Related Party | Unrelated | Total | |||||||||
2018 |
$ | 11,178,769 | $ | 5,456,434 | $ | 16,635,203 | ||||||
2019 |
11,407,571 | 5,521,821 | 16,929,392 | |||||||||
2020 |
11,637,205 | 5,572,718 | 17,209,923 | |||||||||
2021 |
11,867,696 | 5,659,780 | 17,527,476 | |||||||||
2022 |
12,099,070 | 5,651,982 | 17,751,052 | |||||||||
Thereafter |
24,895,929 | 13,013,680 | 37,909,609 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 83,086,240 | $ | 40,876,415 | $ | 123,962,655 | ||||||
|
|
|
|
|
|
Note 14 - Retirement Plans
The Companys subsidiary, Caidan Management Company, LLC, sponsors a 401(k) plan for substantially all employees. The plan provides for the Company to make a discretionary employer matching contribution. Contributions to the plan totaled $3,792,808 and $2,959,485 for the years ended December 31, 2017 and 2016, respectively.
Note 15 - Guarantees
At December 31, 2017, the Company guarantees three separate loan agreements obtained by a company in which it owns a 33 percent interest. The loan agreements are also guaranteed by five other companies that have an ownership interest in the entity, and the obligation under the guarantee is joint and several between these six parties. The three notes allow borrowings up to $5,150,726, $16,135,947, and $973,500. Each guarantors obligation is limited to 50 percent of the amount outstanding on the loans, times its ownership percentage in the company, of which the Companys is 33 percent.
At December 31, 2017, Caidan Enterprises, Inc. guarantees two loans obtained by a company in which its subsidiary, Caidan Management Company, owns a 50 percent interest. The loans are also guaranteed by the other 50 percent owner and the obligation under the guarantees are joint and several between these two parties. In the event of default, and only if certain conditions exist, Caidan Enterprises, Inc. and the other unrelated entity would be obligated, jointly and severally, under the terms of the guarantee to settle the debt. The total outstanding balance on the loans is $125,000,000 at December 31, 2017. This guarantee agreement requires Caidan Enterprises, Inc. to maintain certain financial covenants, including maintaining a minimum amount of liquid assets, as well meeting certain net worth requirements.
In the event of default on the loans, the Company could be obligated to repay its share of the amounts outstanding on the loan agreements. As of December 31, 2017, the maximum potential future obligations under these guarantees total $128,672,928. In the event the Company is required to make payments under these guarantees, the Company could seek to recover those amounts from the primary obligors of the debt; however, the Company does not hold specific recourse or collateral rights in connection with these guarantees. As of December 31, 2017, the Company is unaware of any circumstances that would require performance under these guarantees.
27
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 16 - Retrospectively Rated Contracts and Contracts Subject to Redetermination
As part of the Companys subsidiaries (Meridian Health Plan of Michigan, Inc. and Meridian Health Plan of Illinois, Inc.) contract for services under various Medicare plans with CMS under Medicare Part D, the parties have agreed to a risk-sharing arrangement whereby the amount the Company receives in premiums from members and CMS is compared to actual drug costs incurred during the contract year. Based on the risk-sharing provision and activity to date, an estimated risk-sharing payable or receivable is recorded as an adjustment to premium revenue. An estimate for accrued retrospective premiums receivable of $3,435,283 and $2,397,259 has been recorded at December 31, 2017 and 2016, respectively. Actual amounts could differ from these estimates upon final determination.
As part of the Companys subsidiaries (Meridian Health Plan of Michigan, Inc. and Meridian Health Plan of Illinois, Inc.) contract for services under the MI Health Link Plan, Medicare-Medicaid Alignment Initiative Plans, Medicare Advantage Plans, and Medicare Part D Prescription Drug Plan with CMS, the parties have agreed to a risk adjustment arrangement whereby premiums will be retroactively risk adjusted based on the risk scores of the members. At December 31, 2017 and 2016, the Company has recorded a risk adjustment receivable of $10,532,763 and $8,225,325, respectively, from CMS, which is recorded in accrued retrospective premiums on the consolidated balance sheet.
As part of the Companys subsidiarys (Meridian Health Plan of Illinois, Inc.) contract for Medicaid services under the Family Health Plan, Affordable Care Act, and Integrated Care Programs with the Illinois Department of Healthcare and Family Services (HFS), the parties have agreed to a risk adjustment arrangement whereby premiums will be retroactively risk adjusted based on the risk scores of the members. The risk adjustment factor is estimated based on experience to date and determinations of the Companys risk score versus the overall geographical market risk score. The risk adjustment factor is a component of the monthly capitation premiums received from HFS and, therefore, any receivable or payable balance is recorded within uncollected premiums on the consolidated balance sheet.
The Companys subsidiary (Meridian Health Plan of Michigan, Inc.) is subject to components of the risk-sharing provisions of the Affordable Care Act (ACA). At December 31, 2017 and 2016, a risk-sharing payable of $8,400,000 and $3,541,000, respectively, was recorded in aggregate health policy reserves on the consolidated balance sheet for the ACA risk-sharing provisions. Risk adjustment user fees included in general administrative expenses were $795,088 and $325,955 in 2017 and 2016, respectively. The final determination of 2017 program payables and receivables will be determined no earlier than June 30, 2018 by the federal government. The final determination of the 2016 program resulted in a $2,543,153 payment and a favorable adjustment of $997,847 compared to the estimate reported at December 31, 2016. Although management believes the amount recorded at December 31, 2017 to be reasonable in light of the quality and availability of the data, management also believes the ultimate settlement of these amounts could be significantly different from the estimate.
As part of the Companys subsidiarys (Meridian Health Plan of Iowa, Inc.) contract for services under the Iowa Health and Wellness Plan with the Iowa Department of Human Services (DHS), the parties have agreed to a risk-corridor arrangement based on the medical loss ratio for this population. The Company is required to refund premiums to DHS to the extent that the medical loss ratio falls below 85 percent in 2016 and prior years. DHS will reimburse the Company for medical costs resulting in the medical loss ratio being in excess of 87.5 percent in 2016 and prior years. At December 31, 2016, the Company has recorded an amount due to DHS of $1,292,576. There was no amount reported at December 31, 2017. While management believes these estimates are accurate, it is reasonably possible that a change in estimate will occur in the near term as a result of actual loss experience differing from projected loss experience.
The Company has miscellaneous risk-sharing receivables of $35,982 and $169,943 recorded in accrued retrospective premiums on the consolidated balance sheet at December 31, 2017 and 2016, respectively. Miscellaneous payables recorded in aggregate health policy reserves related to other risk-sharing provisions within effective contracts amount to $3,621,510 and $2,930,006 at December 31, 2017 and 2016, respectively.
28
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 17 - Uninsured Plans
The Companys subsidiaries (Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc., and Meridian Health Plan of Iowa, Inc.) serve as plan sponsors offering Medicare Part D prescription drug coverage under various contracts with CMS. Under the Medicare Part D program, several elements of payments received by the Company, including the reinsurance subsidy and the low-income cost-sharing subsidy, represent cost reimbursements under the Medicare Part D program. Amounts owing or received for these subsidies are not reflected as premiums, but rather are accounted for as a receivable and/or deposit. Total reimbursements for pharmacy benefit costs were $64,337,038 and $59,603,616 for the years ended December 31, 2017 and 2016, respectively. These amounts represent pharmacy benefit cost reimbursements for the reinsurance subsidy and the low-income cost-sharing subsidy elements of the Medicare Part D program.
The Company estimated amounts receivable (payable) between state contracts in connection with the Companys Medicare Part D prescription drug coverage of $11,000,688 and $(69,306), respectively, at December 31, 2017, and $11,943,580 and $(45,518), respectively, at December 31, 2016. Subsequent to the end of the plan year, a settlement payment will be made between CMS and the Company based on actual claims and premium experience.
The Companys subsidiaries (Meridian Health Plan of Michigan, Inc. and Meridian Health Plan of Illinois, Inc.) participate in transfer payment programs with the states of Michigan and Illinois, whereby pass-through payments are paid first to the Companys subsidiaries and then are passed on to various hospitals and providers. Payments received from the states of Michigan and Illinois during the years ended December 31, 2017 and 2016 totaled approximately $755,865,000 and $819,080,000, respectively. As of December 31, 2017 and 2016, the Company recorded total liabilities of $90,614,789 and $141,116,811, respectively, related to these programs. The Company did not reflect any administrative expenses, reimbursement for such expenses, or a net gain or loss related to these programs for the years ended December 31, 2017 and 2016.
Note 18 - Healthcare Receivables
At December 31, 2017 and 2016, the Company recorded healthcare receivables totaling $50,656,031 and $48,379,801, respectively, which include ACA fee reimbursements, risk-sharing receivables, trade accounts receivable, and other miscellaneous amounts. The ACA fee reimbursements receivable totaling $9,510,154 and $38,511,514 as of December 31, 2017 and 2016, respectively, relate to a reimbursement for amounts paid by the Company in 2016 for the ACA Health Insurer Fee as well as for the increased federal tax incurred as a result of the additional premium revenue to cover the health insurer fee due from the Michigan Department of Health and Human Services and the Illinois Department of Healthcare and Family Services.
The Company estimates that it is owed a net amount of $24,486,122 related to shared savings from risk-sharing contract provisions, which is recorded as a healthcare receivable at December 31, 2017 and related to services provided for the year ended December 31, 2017. As of the report date, net amounts receivable related to these risk-sharing provisions have not been invoiced or collected.
At December 31, 2017 and 2016, the Companys accounts receivable balance due from unaffiliated customers totals $15,597,707 and $9,033,847, respectively.
At December 31, 2017 and 2016, the Company recorded other receivables of $1,062,048 and $834,440, respectively.
29
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 19 - Regulatory Matters
Under Michigan statutes, Meridian Health Plan of Michigan, Inc. is required to maintain a minimum net worth of $7,500,000 or an amount determined adequate by the insurance commissioner in accordance with MCL 500.410(2) and (3) at December 31, 2017. As of December 31, 2017, Meridian Health Plan of Michigan, Inc. had a statutory net worth of approximately $186,800,000. Meridian Health Plan of Michigan, Inc. is limited by statute to paying dividends no greater than 100 percent of annual income or 10 percent of surplus without prior approval of the Michigan Department of Insurance and Financial Services.
Under Illinois statutes, Meridian Health Plan of Illinois, Inc. is required to maintain a minimum net worth of $500,000 at December 31, 2017. As of December 31, 2017, Meridian Health Plan of Illinois, Inc. had a statutory net worth of approximately $128,800,000. Meridian Health Plan of Illinois, Inc. is subject to dividend limitations and prior notification requirements for dividends per 215 Chapter 5 Section 131.20a(2) of the Illinois Insurance Code.
Under Iowa statutes, Meridian Health Plan of Iowa, Inc. is required to maintain a minimum net worth of $5,000,000 at December 31, 2017. As of December 31, 2017, Meridian Health Plan of Iowa, Inc. had a statutory net worth of approximately $2,000,000 following state-approved dividend distributions. Meridian Health Plan of Iowa, Inc. is subject to dividend limitations and prior notification requirements for dividends per 191 Chapter 45 Section 45.10(521A) of the Iowa Insurance Code.
The Companys subsidiary, Meridian Health Plan of Illinois, Inc., issued a surplus note to Caidan Holding Company, Inc. on December 26, 2017 in the amount of $35,000,000, which is fully eliminated upon consolidation.
Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc., and Meridian Health Plan of Iowa, Inc. are also subject to certain risk-based capital (RBC) requirements as specified by the National Association of Insurance Commissioners (NAIC). The NAIC requires insurance companies to submit annual RBC filings. The intent of this requirement is to help regulators identify insurers that are in financial difficulty by establishing minimum capital needs based on risks applicable to a specific insurer. The calculations for determining the amount of RBC utilize a series of dynamic formulas containing a variety of weighting factors that are applied to financial balances or levels of activity. As of December 31, 2017 and 2016, Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc., and Meridian Health Plan of Iowa, Inc.s levels exceeded the minimum requirements.
Note 20 - ACA/HIP Fee
The Company is subject to an annual fee under Section 9010 of the Patient Protection and Affordable Care Act (PPACA). A health insurance entitys portion of the annual fee becomes payable once the entity provides health insurance for any U.S. health risk for each calendar year beginning on or after January 1, 2014. Each health insurance entitys annual fee is based on the ratio of the amount of the entitys subject net premiums written during the preceding calendar year (data year) compared to the aggregate amount of subject net health premiums written by all subject U.S. health insurance providers and is payable to the U.S. Treasury on September 30 of the applicable calendar year. The liability recognition is not required as of December 31, 2017 for the upcoming years assessment. During 2017, the United States Treasury and Internal Revenue Service issued Moratorium on Annual Fee on Health Insurance Providers , which suspends the collection of the health insurance provider fee for the 2017 calendar year. Thus, health insurance issuers, which includes the Company, are not required to pay these fees for 2017. This moratorium did not affect the filing requirement and payment of these fees for 2016. The moratorium has no effect on the fee amount for the 2018 fee year.
The Company is considered a controlled group under the provisions of the PPACA. Each member of the controlled group is considered jointly and severally liable for the aggregate liability of the controlled group. The Company paid PPACA fees during 2016 of approximately $53.2 million.
30
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 20 - ACA/HIP Fee (Continued)
The Michigan Department of Health and Human Services and the State of Illinois Department of Healthcare and Family Services have indicated that Meridian Health Plan of Michigan, Inc. and Meridian Health Plan of Illinois, Inc. will be reimbursed for amounts paid in 2016 related to the PPACA fee as well as for the increased federal tax incurred as a result of the additional premium revenue to cover the health insurer fee. The amounts recorded are disclosed in Note 18.
Note 21 - Commitments and Contingencies
The Companys subsidiary, Caidan Management Company, LLC, is a defendant in lawsuits in the normal course of business. Management is of the opinion that no litigation matters are outstanding or pending that will have a material effect on its financial position or results of operations.
The revolving credit facility obtained by Meridian Health Plan of Illinois, Inc. during 2017 (see Note 11) contains an early termination fee provision that requires the borrower to pay the lender a fee of $40,000,000 in the event of a major corporate action such as a merger, consolidation, or change in control. The planned acquisition by WellCare Health Plan, Inc. (WellCare) (see Note 24) will trigger the early termination fee due under the change in control provision, to be paid from the proceeds of the sale.
The Company engaged a financial services firm to assist throughout the negotiation process on the pending acquisition by WellCare (see Note 24). Once the acquisition by WellCare has been finalized it will trigger a fee payable to the financial services firm of $20,000,000, to be paid from the proceeds of the sale.
The Company has a phantom stock agreement with a key employee. Based on the terms of the agreement, the pending acquisition by WellCare will trigger the required payout of $25 million under the change in control provision.
Note 22 - Common Stock
Common stock at December 31, 2017 and 2016 is as follows:
2017 | 2016 | |||||||
Class A - Voting stock - No par value: |
||||||||
Authorized - 20,000 shares Issued and outstanding - 940 shares |
$ | 27,830 | $ | 27,830 | ||||
Class B - Nonvoting stock - No par value: |
||||||||
Authorized - 80,000 shares Issued and outstanding - 8,460 shares |
250,470 | 250,470 | ||||||
|
|
|
|
|||||
Total |
$ | 278,300 | $ | 278,300 | ||||
|
|
|
|
In August 2014, the Company and a minority stockholder entered into a new Assignment, Redemption, and Employment Agreement whereby upon termination or retirement, the Company would be required to redeem the stockholder at an agreed-upon amount based on the book value of the Company. The stockholder terminated employment with the Company effective December 31, 2014. In accordance with the terms of the aforementioned agreement, the redemption occurred on January 1, 2015; however, generally accepted accounting principles require the Company to recognize the liability associated with the redemption in 2014 at adjusted fair value based upon the settlement amount. The redemption amount of $11,766,574 at December 31, 2014 was recorded in the consolidated financial statements as a liability, with an offsetting stock to be redeemed as a component of stockholders equity. The stock was redeemed on January 1, 2015. The terms of the agreement require payments, inclusive of interest at 3.25 percent, of $3,000,000 on January 31, 2015, 2016, and 2017, with the remaining balance due on January 31, 2018. The stock redemption obligation balance is $3,207,345 and $5,996,228 at December 31, 2017 and 2016, respectively. The obligation was paid in full subsequent to year end.
31
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2017 and 2016
Note 23 - Cash Flows
Cash paid for interest and income taxes was as follows:
2017 | 2016 | |||||||
Interest |
$ | 10,375,355 | $ | 4,162,225 | ||||
Income taxes |
1,123,000 | 22,435,000 |
In 2017, the Company financed the purchase of property totaling $4,900,000. In addition, the Company had noncash investing activity related to the purchase of equipment that had not yet been paid at year end in the amount of $828,730 included in accounts payable at December 31, 2017.
In 2016, the Company had noncash investing activity related to the purchase of property and equipment that had not yet been paid at year end in the amount of $763,438 included in accounts payable at December 31, 2016.
Note 24 - Subsequent Events
Subsequent to December 31, 2017, the Company declared and paid dividends to stockholders of $44,483,000.
On May 28 th , 2018 the Company entered into a purchase agreement with WellCare Health Plans, Inc. (WellCare) whereby WellCare has agreed to purchase, for approximately $2.5 billion, all shares of stock of Caidan Holding Company, Inc. and Subsidiaries, as well as all assets of MeridianRx, LLC and Caidan Management Company, LLC, with the exception of certain items which will be carved out. The transaction calls for payment of the estimated purchase price in cash, less an escrow of $125,000,000 at closing, subject to a potential closing working capital adjustment. The acquisition of these entities by WellCare is pending regulatory approval, but is anticipated to close during the fourth quarter of 2018.
The consolidated financial statements and related disclosures include evaluation of events up through and including July 10, 2018, which is the date the consolidated financial statements were available to be issued.
32
Independent Auditors Report
To the Board of Directors
Caidan Enterprises, Inc. and Subsidiaries
We have audited the accompanying consolidated financial statements of Caidan Enterprises, Inc. and Subsidiaries (the Company), which comprise the consolidated balance sheet as of December 31, 2017 and 2016 and the related consolidated statements of operations, comprehensive income, stockholders equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements.
Managements Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Caidan Enterprises, Inc. and Subsidiaries as of December 31, 2017 and 2016 and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
July 10, 2018
Exhibit 99.5
Caidan Enterprises, Inc. and Subsidiaries
Consolidated Financial Report
March 31, 2018
(Unaudited)
Caidan Enterprises, Inc. and Subsidiaries
Contents
Caidan Enterprises, Inc. and Subsidiaries
March 31,
2018 (Unaudited) |
December 31,
2017 |
|||||||
Assets | ||||||||
Current Assets |
||||||||
Cash and cash equivalents |
$ | 463,887,112 | $ | 430,253,280 | ||||
Investments at fair value (Notes 3 and 4) |
88,447,634 | 90,812,846 | ||||||
Accounts receivable: |
||||||||
Uncollected premiums |
391,223,912 | 339,508,336 | ||||||
Healthcare receivables |
72,221,628 | 50,656,031 | ||||||
Uninsured plans (Note 10) |
3,637,502 | 11,000,688 | ||||||
Accrued retrospective premiums (Note 9) |
19,545,103 | 14,004,028 | ||||||
Pharmacy rebates and other receivables |
12,945,016 | 8,218,635 | ||||||
Related party receivable (Note 5) |
497,861 | 497,861 | ||||||
Note receivable |
47,897 | 47,897 | ||||||
Other current assets: |
||||||||
Prepaid expenses |
11,143,887 | 8,685,570 | ||||||
Deferred health insurer fee (Note 11) |
48,896,836 | | ||||||
Accrued interest income |
28,830,419 | 28,776,299 | ||||||
Reinsurance receivable |
7,912,254 | 7,814,420 | ||||||
Taxes receivable |
2,792,595 | 5,275,916 | ||||||
Other current assets |
424,241 | 1,016,147 | ||||||
|
|
|
|
|||||
Total current assets |
1,152,453,897 | 996,567,954 | ||||||
Property and Equipment - Net |
48,869,194 | 51,462,985 | ||||||
Internally Developed Software - Net |
15,696,751 | 15,214,087 | ||||||
Funds Maintained Under Statutory Requirements |
2,650,723 | 2,649,509 | ||||||
Investments at Equity (Note 5) |
17,619,872 | 17,410,462 | ||||||
Investments at Fair Value (Notes 3 and 4) |
118,918,350 | 121,484,961 | ||||||
Other Assets |
||||||||
Related party note receivable |
2,712,266 | 2,712,266 | ||||||
Deferred tax asset |
970,437 | 970,437 | ||||||
Notes receivable - Net of current portion |
1,155,715 | 1,155,715 | ||||||
Acquired membership - Net (Note 2) |
4,020,685 | | ||||||
Deposits and other assets |
573,122 | 590,923 | ||||||
|
|
|
|
|||||
Total assets |
$ | 1,365,641,012 | $ | 1,210,219,299 | ||||
|
|
|
|
See notes to unaudited consolidated financial statements. | 1 |
Caidan Enterprises, Inc. and Subsidiaries
Consolidated Balance Sheet (Unaudited) (Continued)
March 31,
2018 (Unaudited) |
December 31,
2017 |
|||||||
Liabilities and Stockholders Equity | ||||||||
Current Liabilities |
||||||||
Accounts payable |
$ | 82,393,950 | $ | 73,851,820 | ||||
Line of credit payable (Note 7) |
81,912,998 | 82,091,073 | ||||||
Accrued healthcare costs payable (Note 6) |
455,100,333 | 425,759,600 | ||||||
Aggregate health policy reserves (Note 9) |
11,688,780 | 12,021,510 | ||||||
Liabilities for amounts held under uninsured plans (Note 10) |
109,846,305 | 90,684,095 | ||||||
Related party payable (Note 5) |
236,217 | 236,217 | ||||||
Capital lease obligation |
186,407 | 182,230 | ||||||
Note payable (Note 7) |
22,955,644 | 17,968,144 | ||||||
Accrued and other current liabilities: |
||||||||
Accrued compensation and employee-related obligations |
12,793,372 | 11,279,188 | ||||||
Stock redemption obligation |
| 3,207,345 | ||||||
Unearned premiums |
26,571,259 | 553,748 | ||||||
Taxes payable |
| 62,358 | ||||||
Deferred rent |
33,623 | 33,623 | ||||||
Accrued health insurer fee (Note 11) |
65,195,781 | | ||||||
Other accrued liabilities |
27,542,319 | 22,615,049 | ||||||
|
|
|
|
|||||
Total current liabilities |
896,456,988 | 740,546,000 | ||||||
Capital Lease Obligation - Net of current portion |
325,623 | 378,007 | ||||||
Long -term Notes Payable - Net of current portion (Note 7) |
117,654,904 | 122,456,315 | ||||||
Long -term Deferred Rent - Net of current portion |
4,088,470 | 4,029,418 | ||||||
Other Long-term Liabilities |
1,531,023 | 1,398,727 | ||||||
Stockholders Equity |
345,584,004 | 341,410,832 | ||||||
|
|
|
|
|||||
Total liabilities and stockholders equity |
$ | 1,365,641,012 | $ | 1,210,219,299 | ||||
|
|
|
|
See notes to unaudited consolidated financial statements. | 2 |
Caidan Enterprises, Inc. and Subsidiaries
Consolidated Statement of Operations (Unaudited)
For the Three Months Ended
March 31, |
||||||||
2018 | 2017 | |||||||
Revenue |
||||||||
Net premiums earned |
$ | 947,752,778 | $ | 785,692,985 | ||||
Pharmacy revenue |
78,364,435 | 48,195,276 | ||||||
Miscellaneous |
714,019 | 1,018,510 | ||||||
|
|
|
|
|||||
Total revenue |
1,026,831,232 | 834,906,771 | ||||||
Operating Expenses |
||||||||
Program expenses - Healthcare delivery (Note 6) |
691,109,976 | 584,044,551 | ||||||
Pharmacy expense |
223,549,513 | 160,095,293 | ||||||
General and administrative |
89,860,357 | 65,392,242 | ||||||
|
|
|
|
|||||
Total operating expenses |
1,004,519,846 | 809,532,086 | ||||||
|
|
|
|
|||||
Operating Income |
22,311,386 | 25,374,685 | ||||||
Nonoperating Income (Expense) |
||||||||
Interest and dividend income from investments |
1,374,046 | 835,168 | ||||||
Income from equity method investments (Note 5) |
209,410 | 313,599 | ||||||
Realized gains (losses) on sale of investments |
19,287 | (5,395 | ) | |||||
Interest expense on unpaid claims |
(1,482 | ) | (8,714 | ) | ||||
Interest expense |
(2,244,212 | ) | (1,592,935 | ) | ||||
|
|
|
|
|||||
Total nonoperating income (expense) |
(642,951 | ) | (458,277 | ) | ||||
|
|
|
|
|||||
Income - Before income taxes |
21,668,435 | 24,916,408 | ||||||
Income Tax Expense (Recovery) |
3,650,429 | 81,748 | ||||||
|
|
|
|
|||||
Consolidated Net Income |
$ | 18,018,006 | $ | 24,834,660 | ||||
|
|
|
|
See notes to unaudited consolidated financial statements. | 3 |
Caidan Enterprises, Inc. and Subsidiaries
Consolidated Statement of Comprehensive Income (Unaudited)
For the Three Months Ended
March 31, |
||||||||
2018 | 2017 | |||||||
Consolidated Net Income |
$ | 18,018,006 | $ | 24,834,660 | ||||
Other Comprehensive (Loss) Income - Net of tax |
||||||||
Unrealized (loss) gain on debt securities: |
||||||||
Arising during the year |
(1,055,020 | ) | 1,012,198 | |||||
Reclassification adjustment |
(6,814 | ) | 5,395 | |||||
|
|
|
|
|||||
Total other comprehensive (loss) income |
(1,061,834 | ) | 1,017,593 | |||||
|
|
|
|
|||||
Comprehensive Income |
$ | 16,956,172 | $ | 25,852,253 | ||||
|
|
|
|
See notes to unaudited consolidated financial statements. | 4 |
Caidan Enterprises, Inc. and Subsidiaries
Consolidated Statement of Stockholders Equity (Unaudited)
Three Months Ended March 31, 2018 and 2017
Common
Stock |
Additional
Paid-in Capital |
Retained
Earnings |
Accumulated
Other Comprehensive Income (Loss) |
Total | ||||||||||||||||
Balance - January 1, 2017 |
$ | 278,300 | $ | 2,000 | $ | 308,417,149 | $ | 229,322 | $ | 308,926,771 | ||||||||||
Comprehensive income: |
||||||||||||||||||||
Consolidated net income |
| | 24,834,660 | | 24,834,660 | |||||||||||||||
Other comprehensive income |
| | | 1,017,593 | 1,017,593 | |||||||||||||||
Dividends declared |
| | (27,685,000 | ) | | (27,685,000 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance - March 31, 2017 |
$ | 278,300 | $ | 2,000 | $ | 305,566,809 | $ | 1,246,915 | $ | 307,094,024 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance - January 1, 2018 |
$ | 278,300 | $ | 2,000 | $ | 339,868,084 | $ | 1,262,448 | $ | 341,410,832 | ||||||||||
Reclassification adjustment: |
||||||||||||||||||||
Unrealized gain on equity securities (Note 2) |
| | 2,193,108 | (2,193,108 | ) | | ||||||||||||||
Comprehensive income: |
||||||||||||||||||||
Consolidated net income |
| | 18,018,006 | | 18,018,006 | |||||||||||||||
Other comprehensive income (loss) |
| | | (1,061,834 | ) | (1,061,834 | ) | |||||||||||||
Dividends declared |
| | (12,783,000 | ) | | (12,783,000 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance - March 31, 2018 |
$ | 278,300 | $ | 2,000 | $ | 347,296,198 | $ | (1,992,494 | ) | $ | 345,584,004 | |||||||||
|
|
|
|
|
|
|
|
|
|
See notes to unaudited consolidated financial statements. | 5 |
Caidan Enterprises, Inc. and Subsidiaries
Consolidated Statement of Cash Flows (Unaudited)
For the Three Months Ended
March 31, |
||||||||
2018 | 2017 | |||||||
Cash Flows from Operating Activities |
||||||||
Consolidated net income |
$ | 18,018,006 | $ | 24,834,660 | ||||
Adjustments to reconcile consolidated net income to net cash from operating activities: |
||||||||
Depreciation and amortization |
3,147,123 | 2,990,580 | ||||||
Amortization of internally developed software |
236,417 | | ||||||
Amortization of investment discounts |
743,878 | 881,539 | ||||||
Amortization of loan acquisition costs |
216,897 | 108,931 | ||||||
Amortization of acquired membership costs |
211,615 | | ||||||
(Gain) loss on sale of investments |
(19,287 | ) | 5,395 | |||||
(Gain) loss on equity method investments, net of distributions |
(239,275 | ) | (129,635 | ) | ||||
Loss on disposal of property and equipment |
| 4,536 | ||||||
Changes in operating assets and liabilities which (used) provided cash: |
||||||||
Accounts receivable |
(76,185,443 | ) | (183,840,167 | ) | ||||
Reinsurance receivable |
(97,834 | ) | 285,363 | |||||
Other assets |
(1,908,371 | ) | 1,114,805 | |||||
Accounts payable |
9,319,472 | 5,029,271 | ||||||
Accrued and other current liabilities |
32,591,261 | 13,330,175 | ||||||
Accrued healthcare costs payable |
48,170,213 | 113,054,404 | ||||||
Health insurer fee - net |
16,298,945 | | ||||||
Deferred rent |
59,052 | 93,053 | ||||||
Taxes payable |
(62,358 | ) | | |||||
Taxes receivable |
2,483,321 | 79,003 | ||||||
|
|
|
|
|||||
Net cash provided by (used in) operating activities |
52,983,632 | (22,158,087 | ) | |||||
Cash Flows from Investing Activities |
||||||||
Purchases of property and equipment |
(1,330,675 | ) | (3,875,432 | ) | ||||
Payments for internally developed software |
(719,081 | ) | (2,760,654 | ) | ||||
Purchases of investments |
(22,702,906 | ) | (10,807,728 | ) | ||||
Proceeds from sales and maturities of investments |
25,882,597 | 10,224,943 | ||||||
Purchase of acquired membership |
(4,232,300 | ) | | |||||
|
|
|
|
|||||
Net cash used in investing activities |
(3,102,365 | ) | (7,218,871 | ) | ||||
Cash Flows from Financing Activities |
||||||||
Net repayments on line of credit |
(208,883 | ) | | |||||
Payments on long-term debt |
| (5,000,000 | ) | |||||
Payments on stockholders liability |
(3,207,345 | ) | (2,788,883 | ) | ||||
Payments on capital lease obligations |
(48,207 | ) | (58,484 | ) | ||||
Dividends paid |
(12,783,000 | ) | (27,685,000 | ) | ||||
|
|
|
|
|||||
Net cash used in financing activities |
(16,247,435 | ) | (35,532,367 | ) | ||||
|
|
|
|
|||||
Net Increase (Decrease) in Cash and Cash Equivalents |
33,633,832 | (64,909,325 | ) | |||||
Cash and Cash Equivalents - Beginning of year |
430,253,280 | 429,069,699 | ||||||
|
|
|
|
|||||
Cash and Cash Equivalents - End of year |
$ | 463,887,112 | $ | 364,160,374 | ||||
|
|
|
|
See notes to unaudited consolidated financial statements. | 6 |
Caidan Enterprises, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 1 - Nature of Business
Caidan Enterprises, Inc.s wholly owned subsidiaries consist of Caidan Management Company, LLC (Caidan Management Company), MeridianRx, LLC (MeridianRx), and Caidan Holding Company, Inc.; Caidan Management Companys wholly owned subsidiaries consist of Building Amenities Cafeteria, LLC, Building Amenities Wellness Center, LLC, and Building Amenities Day Care, LLC; Caidan Holding Company, Inc.s wholly owned subsidiaries consist of Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc., and Meridian Health Plan of Iowa, Inc. (collectively, the Company). The Meridian Health Plan entities cited above operate as state-licensed health maintenance organizations, which provide medical services to persons in the respective states who subscribe as recipients of state and federal health benefits under various Medicaid and Medicare plans. Caidan Management Company is a licensed third-party administrator. Caidan Management Company provides management and administrative services to Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc., Meridian Health Plan of Iowa, Inc., and MeridianRx, LLC. MeridianRx provides management and administrative services for prescription drug benefits to Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc., Meridian Health Plan of Iowa, Inc., and Caidan Management Company, LLC, in addition to unrelated companies.
Effective January 1, 2016, Meridian Health Plan of Iowa, Inc. ceased underwriting activities; however, the company will remain in operation to continue to service claims.
Basis of Presentation
The accompanying unaudited consolidated financial statements include the accounts of Caidan Enterprises, Inc. and its wholly owned subsidiaries, Caidan Holding Company, Inc., Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc., Meridian Health Plan of Iowa, Inc., MeridianRx, LLC, and Caidan Management Company, LLC and subsidiaries. All material intercompany accounts and transactions have been eliminated.
The accompanying unaudited consolidated interim financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commissions Regulation S-X. Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The results of operations and cash flows for the three months ended March 31, 2018 and 2017 are not necessarily indicative of the results for the Companys entire fiscal year. These financial statements should be read in conjunction with the annual consolidated financial report and notes thereto for the years ended December 31, 2017 and 2016.
Note 2 - Significant Accounting Policies
Below is a discussion of the Companys significant accounting policies which affected the comparability of our consolidated results of operation, financial condition or cash flows for the periods presented. Refer to Note 2 - Significant Accounting Policies to the Consolidated Financial Statements included in the annual consolidated financial report for the years ended December 31, 2017 and 2016 for the full descriptions of the Companys accounting policies.
7
Caidan Enterprises, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 2 - Significant Accounting Policies (Continued)
Premium Revenue, Unearned Premiums and Uncollected Premiums
Health capitation premiums are recognized in the period members are entitled to related healthcare services. Premiums earned but not yet received are recorded as uncollected premiums and premiums received in advance of the period of service as unearned premiums in the consolidated balance sheet. Uncollected capitation balances are due primarily from the states of Michigan, Illinois, and Iowa, and total $391,223,912 and $339,508,336 at March 31, 2018 and December 31, 2017, respectively. Medicaid rate changes are recognized in the period the change becomes effective and the effect of the change is reasonably estimable. Certain Medicaid and Medicare premiums are subject to a risk adjustment arrangement whereby premiums will be retroactively risk adjusted based on the risk scores of the members. The Company recognizes changes to risk-adjusted premiums as revenue in the period amounts are determinable. See Note 9 for additional information on retrospectively rated contracts and contracts subject to redetermination. Unearned premiums at March 31, 2018 consist primarily of the April 2018 CMS Medicare premium advance of approximately $26,000,000. Unearned premiums at December 31, 2017 were not significant.
Healthcare Receivables
Healthcare receivables are comprised of the ACA fee reimbursements, shared savings from risk-sharing provisions, trade accounts receivable, accounts receivable related to pharmaceutical benefit management services provided to unaffiliated customers, and other receivables. Balances are evaluated on an on-going basis to determine amounts that may not be collectible based on a specific analysis of each outstanding balance and the customer or provider from which its due. Amounts deemed to be uncollectible are charged to the allowance for doubtful accounts in the period that such determination is made. Healthcare receivables are reported net of an allowance for doubtful accounts of $3,304,610 as of March 31, 2018 and December 31, 2017.
Acquired Membership
The Company purchased Medicaid membership within the State of Illinois during the first quarter of 2018 for approximately $4.2 million. The Company amortizes the cost of the purchased membership on a straight-line basis over 5 years. The recorded amount of the acquired membership is based on managements best estimate of the fair value of the asset acquired. The useful life of the acquired membership is based on managements best estimate of the period over which the asset is expected to contribute directly or indirectly to the future cash flows of the Company. Management annually evaluates the remaining useful life to determine whether events or circumstances warrant a revision to the remaining amortization periods. Amortization expense related to the acquired membership totaled $211,615 as of March 31, 2018.
Adoption of New Accounting Pronouncement
In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-01, Financial Instruments , which requires equity investments, other than those accounted for under the equity method of accounting or those that result in consolidation of the investee, to be measured at fair value with changes in fair value recognized in net income. This amendment also simplifies the impairment test of equity investments without readily determinable fair values. The new guidance was adopted prospectively as of January 1, 2018. The adoption of this guidance did not have a material impact on our consolidated results of operations, financial condition or cash flows for the three months ended March 31, 2018.
8
Caidan Enterprises, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 2 - Significant Accounting Policies (Continued)
Upcoming Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which will supersede the current revenue recognition requirements in Topic 605, Revenue Recognition . The ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The new guidance will be effective for the Companys year ending December 31, 2019. The ASU permits application of the new revenue recognition guidance to be applied using one of two retrospective application methods. The majority of the Companys consolidated revenue is derived from insurance contracts, which are specifically excluded from the scope of ASU No. 2014-09. Therefore, the new guidance will primarily impact the Companys pharmacy revenue. Performance obligations associated with customer contracts of the Company are completed within one year. Consideration received for performance obligations is fixed based on ingredient costs, dispensing fees, and administrative fees for claims processing, all of which relate to the pharmacy revenue. The Company has completed its preliminary analysis and does not foresee significant revisions to contracts based on adoption of the new standard, and a full retrospective method will be applied. The adoption of this guidance is not anticipated to have a material effect on the Companys results of operation, financial condition, or cash flows.
The FASB issued ASU No. 2016-02, Leases , that is expected to significantly change the accounting for both operating and capital lease contracts. The standard introduces a right-to-use approach to lease accounting. In essence, the proposed standard eliminates the off-balance-sheet accounting currently used for operating leases. This model would result in the recognition of a liability for payments due under the lease contract and a corresponding asset representing the right to use the underlying asset. Under U.S. GAAP, most leases currently classified as capital/financing leases would recognize amortization expense related to the right-to-use asset separately from interest expense related to the lease liability. Conversely, most leases currently classified as operating leases would not separate amortization expense from interest expense and would rather recognize a single total lease expense. The new guidance will be effective for the Companys year ending December 31, 2020. The Company anticipates adoption in its fiscal year ending December 31, 2020 and expects leased items, as disclosed in in the annual consolidated financial report, to be reported as long-term assets with a corresponding liability for the lease commitments using a modified retrospective transition method to the beginning of the earliest period presented. The new lease standard is expected to have a significant effect on the Companys consolidated balance sheet as a result of the leases classified as operating leases. The effects on the results of operations are not expected to be significant as recognition and measurement of expenses and cash flows for leases will be substantially the same under the new standard.
In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash. This update requires entities to reconcile, on the statement of cash flows, changes in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The new guidance will be effective for the Companys year ending December 31, 2019.
9
Caidan Enterprises, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 2 - Significant Accounting Policies (Continued)
In March 2017, the FASB issued ASU 2017-08, Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities . This guidance shortens the amortization period for certain callable debt securities held at a premium, requiring the premium to be amortized to the earliest call date. Under current GAAP, premiums and discounts on callable debt securities are generally amortized to the maturity date. The new guidance does not change the accounting for purchased callable debt securities held at a discount. The guidance will be effective for the Companys year ending December 31, 2020. The Company is currently assessing the effect this guidance will have on our consolidated results of operation, financial condition and cash flows, but the effect is not expected to be material.
In February 2018, the FASB issued ASU 2018-02, Income Statement Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which allows entities to reclassify stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 from accumulated other comprehensive income to retained earnings. The guidance is effective for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently assessing the effect this guidance will have on our consolidated results of operation, financial condition and cash flows.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments Credit Losses (Topic 326) , which requires entities to use a current expected credit loss model, which is a new impairment model based on expected losses rather than incurred losses. Under this model, companies would recognize an impairment allowance equal to its current estimate of all contractual cash flows that the entity does not expect to collect from financial assets measured at amortized cost. The estimate would consider relevant information about past events, current conditions, and reasonable and supportable forecasts, which will result in recognition of lifetime expected credit losses upon loan origination. This guidance is effective for fiscal years beginning after December 15, 2020. The adoption of this guidance is not anticipated to have a material effect on the Companys results of operations, financial condition, or cash flows.
10
Caidan Enterprises, Inc. and Subsidiaries
Notes to Unaudited Consolidated Financial Statements
Note 3 - Investments in Debt and Equity Securities - Fair Value
Investments at fair value consist of debt and equity securities. The estimated fair values of investments at March 31, 2018 and December 31, 2017 are as follows:
March 31, 2018 | ||||||||||||||||
Cost/Amortized
Cost |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Estimated Fair
Value |
|||||||||||||
Equity securities: |
||||||||||||||||
Common stocks |
$ | 15,011,147 | $ | 2,268,316 | $ | (45,344 | ) | $ | 17,234,119 | |||||||
Mutual funds |
2,526,938 | 4,523 | (6,819 | ) | 2,524,642 | |||||||||||
Bonds: |
||||||||||||||||
Mortgage-backed securities |
74,770,276 | 118,878 | (1,233,284 | ) | 73,655,870 | |||||||||||
Corporate securities |
80,236,209 | 108,734 | (226,905 | ) | 80,118,038 | |||||||||||
Debt securities issued by the U.S. Treasury |
8,542,668 | | (27,436 | ) | 8,515,232 | |||||||||||
Debt securities issued by the states of the U.S. |
21,364,847 | 32,045 | (132,345 | ) | 21,264,547 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 202,452,085 | $ | 2,532,496 | $ | (1,672,133 | ) | $ | 203,312,448 | |||||||
|
|
|
|
|
|
|
|
|||||||||
December 31, 2017 | ||||||||||||||||
Cost/Amortized
Cost |
Gross
Unrealized Gains |
Gross
Unrealized Losses |
Estimated Fair
Value |
|||||||||||||
Equity securities: |
||||||||||||||||
Common stocks |
$ | 15,028,728 | $ | 2,246,199 | $ | (53,091 | ) | $ | 17,221,836 | |||||||
Mutual funds |
2,513,452 | 4,536 | (10,342 | ) | 2,507,646 | |||||||||||
Bonds: |
||||||||||||||||
Mortgage-backed securities |
73,611,348 | 239,363 | (725,365 | ) | 73,125,346 | |||||||||||
Corporate securities |
79,406,575 | 358,522 | (232,752 | ) | 79,532,345 | |||||||||||
Debt securities issued by the U.S. Treasury |
7,755,348 | 1,615 | (4,577 | ) | 7,752,386 | |||||||||||
Debt securities issued by the states of the U.S. |
27,933,350 | 156,121 | (87,871 | ) | 28,001,600 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 206,248,801 | $ | 3,006,356 | $ | (1,113,998 | ) | $ | 208,141,159 | |||||||
|
|
|
|
|
|
|
|
Included in the tables above are investments totaling $710,040 and $714,467, respectively, that are included in the funds maintained under statutory reserve requirements on the consolidated balance sheet at March 31, 2018 and December 31, 2017.
11
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 3 - Investments in Debt and Equity Securities - Fair Value (Continued)
The amortized costs and estimated fair values of debt securities available for sale at March 31, 2018, by contractual maturity, are shown below. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Cost/Amortized
Cost |
Estimated Fair
Value |
|||||||
Due in one year or less |
$ | 86,528,495 | $ | 86,327,488 | ||||
Due in one year through five years |
26,637,471 | 26,610,104 | ||||||
Due after five years through ten years |
10,646,547 | 10,558,405 | ||||||
Due after ten years |
61,101,487 | 60,057,690 | ||||||
|
|
|
|
|||||
Total |
$ | 184,914,000 | $ | 183,553,687 | ||||
|
|
|
|
Note 4 - Fair Value Measurements
Accounting standards require certain assets and liabilities be reported at fair value in the consolidated financial statements and provide a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value.
The following tables present information about the Companys assets measured at fair value on a recurring basis at March 31, 2018 and December 31, 2017. For a description of the valuation techniques used by the Company to determine those fair values see the annual consolidated financial report as of December 31, 2017.
12
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
March 31, 2018 | ||||||||||||||||
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
Significant Other
Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
Total | |||||||||||||
Equity securities: |
||||||||||||||||
Common stocks |
$ | 17,234,119 | $ | | $ | | $ | 17,234,119 | ||||||||
Mutual funds |
2,524,642 | | | 2,524,642 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total equity securities |
19,758,761 | | | 19,758,761 | ||||||||||||
Bonds: |
||||||||||||||||
Mortgage-backed securities |
| 73,655,870 | | 73,655,870 | ||||||||||||
Corporate securities |
| 80,118,038 | | 80,118,038 | ||||||||||||
Debt securities issued by the U.S. Treasury |
| 8,515,232 | | 8,515,232 | ||||||||||||
Debt securities issued by states of the U.S. |
| 21,264,547 | | 21,264,547 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total bonds |
| 183,553,687 | | 183,553,687 | ||||||||||||
Limited Partnerships and Limited Liability Companies |
| | 4,763,576 | 4,763,576 | ||||||||||||
Cash equivalents - Money market mutual funds |
49,659,312 | | | 49,659,312 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 69,418,073 | $ | 183,553,687 | $ | 4,763,576 | $ | 257,735,336 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
December 31, 2017 | ||||||||||||||||
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
Significant Other
Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
Total | |||||||||||||
Equity securities: |
||||||||||||||||
Common stocks |
$ | 17,221,836 | $ | | $ | | $ | 17,221,836 | ||||||||
Mutual funds |
2,507,646 | | | 2,507,646 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total equity securities |
19,729,482 | | | 19,729,482 | ||||||||||||
Bonds: |
||||||||||||||||
Mortgage-backed securities |
| 73,125,346 | | 73,125,346 | ||||||||||||
Corporate securities |
| 79,532,345 | | 79,532,345 | ||||||||||||
Debt securities issued by the U.S. Treasury |
| 7,752,386 | | 7,752,386 | ||||||||||||
Debt securities issued by states of the U.S. |
| 28,001,600 | | 28,001,600 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total bonds |
| 188,411,677 | | 188,411,677 | ||||||||||||
Limited Partnerships and Limited Liability Companies |
| | 4,871,115 | 4,871,115 | ||||||||||||
Cash equivalents - Money market mutual funds |
34,925,102 | | | 34,925,102 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 54,654,584 | $ | 188,411,677 | $ | 4,871,115 | $ | 247,937,376 | ||||||||
|
|
|
|
|
|
|
|
13
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 5 - Investment in Joint Ventures
The Company is a member of a joint venture, 1000 Webward LLC, which was established for the sole purpose of purchasing an office building in Detroit, Michigan. The investment in the joint venture is recorded using the equity method. The Company has a 50 percent membership percentage and a 50 percent profit and loss sharing percentage.
Financial information of 1000 Webward LLC is summarized below:
For the Three Months Ended
March 31, |
||||||||
2018 | 2017 | |||||||
Gross Revenue |
$ | 9,171,893 | $ | 9,105,269 | ||||
|
|
|
|
|||||
Gross Profit |
$ | 4,428,957 | $ | 4,306,264 | ||||
|
|
|
|
|||||
Net income |
$ | 418,820 | $ | 627,197 | ||||
|
|
|
|
|||||
Share of adjusted income |
$ | 209,410 | $ | 313,599 | ||||
|
|
|
|
The Company leases office space from 1000 Webward LLC through December 2024. The Company incurred rent expense of $2,477,435 and $2,783,079 related to the lease agreements for the three months ended March 31, 2018 and 2017, respectively. At March 31, 2018 and December 31, 2017, the Company had net receivables from the joint venture of $261,644 related to the lease agreements.
During the period ended March 31, 2018 and 2017, the Company received distributions from 1000 Webward LLC of $0 and $2,050,000, respectively.
Note 6 - Accrued Healthcare Costs Payable
A reconciliation of the beginning and ending balances of accrued healthcare costs payable is as follows:
For the Three Months Ended
March 31, |
||||||||
2018 | 2017 | |||||||
Accrued healthcare costs payable - Beginning of period |
$ | 457,632,602 | $ | 428,952,619 | ||||
Incurred claim: |
||||||||
Provision for claims incurred in current year |
856,279,106 | 726,329,835 | ||||||
Increase (decrease) in provision for claims incurred in prior years |
4,049,288 | (9,078,305 | ) | |||||
|
|
|
|
|||||
Total incurred |
860,328,394 | 717,251,530 | ||||||
Payments related to: |
||||||||
Current year |
432,985,655 | 252,522,564 | ||||||
Prior years |
379,286,805 | 337,416,101 | ||||||
|
|
|
|
|||||
Total paid |
812,272,460 | 589,938,665 | ||||||
|
|
|
|
|||||
Accrued healthcare costs payable - End of period |
$ | 505,688,536 | $ | 556,265,484 | ||||
|
|
|
|
14
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 6 - Accrued Healthcare Costs Payable (Continued)
Healthcare service costs and related liabilities are recorded when medical services are provided to eligible members, including managements best estimate of the ultimate cost of healthcare costs incurred but not reported (IBNR), along with a margin for adverse deviation. When actual experience differs from prior estimates, accrued healthcare costs are adjusted through current period program expenses.
For the purpose of the table above, accrued healthcare costs payable at year end apply a balance gross of eliminations of $50,588,203 and $60,778,660 at March 31, 2018 and 2017, respectively, for amounts due from the health plans to MeridianRx, LLC. Total incurred amounts relating to amounts administered by MeridianRx, LLC for pharmacy costs totaling $169,218,418 and $133,206,979 for March 31, 2018 and 2017, respectively, are eliminated upon consolidation. Therefore, the balances in the table above are representative of the amounts incurred by the Meridian Health Plans and payable to hospitals and medical providers, as well as MeridianRx, LLC, and will not reflect accrued healthcare costs payable on the consolidated balance sheet or program expenses for healthcare delivery on the consolidated statement of operations as of December 31, 2017 or 2016 due to the eliminations noted above.
Reserves for incurred claims and claims adjustment expenses attributable to insured events of prior years changed in 2018 and 2017 as a result of claims development patterns emerging differently than originally estimated. The unfavorable development of approximately $4,000,000 for the three month period ended March 31, 2018 is primarily the result of unfavorable development and utilization trends within the Michigan Medicaid populations. The favorable development of approximately $9,100,000 million for the three month period ended March 31, 2017 is largely related to Meridian Health Plan of Michigan, Inc.s MI Health Link and Medicaid programs and the costs and claim submissions for a subset of membership within those programs not developing at the rate assumed when establishing the accrued healthcare costs payable. Original estimates are increased or decreased as additional information becomes known regarding individual claims.
Note 7 - Notes Payable and Lines of Credit
The following table summarizes the Companys outstanding debt obligations reported in the consolidated balance sheet:
March 31, 2018 | December 31, 2017 | |||||||
Line of credit payable: |
||||||||
Revolving credit facility, due August 25, 2020 |
$ | 82,112,006 | $ | 82,112,006 | ||||
Revolving credit facility, due October 31, 2067 |
| 208,883 | ||||||
Debt issuance costs |
(199,008 | ) | (229,816 | ) | ||||
|
|
|
|
|||||
Total line of credit payable, net |
$ | 81,912,998 | $ | 82,091,073 | ||||
|
|
|
|
|||||
Long-term debt, net: |
||||||||
Draw to Term Loan, due August 25, 2020 |
$ | 138,750,000 | $ | 138,750,000 | ||||
4% Promissory Note, due January 26, 2021 |
4,900,000 | 4,900,000 | ||||||
Debt issuance costs |
(3,039,452 | ) | (3,225,541 | ) | ||||
|
|
|
|
|||||
Total long-term debt, net |
$ | 140,610,548 | $ | 140,424,459 | ||||
|
|
|
|
15
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 7 - Notes Payable and Lines of Credit (Continued)
In May 2017, Caidan Enterprises, Inc., Caidan Holding Company, Inc., Caidan Management Company, LLC, and MeridianRx, LLC, collectively as co-borrowers entered into a new revolving credit and draw to term loan agreement. The credit agreement expires on August 25, 2020 with automatic extensions through May 2, 2022 that are contingent upon renewal of the Medicaid contract between Meridian Health Plan of Michigan, Inc. and the Michigan Department of Health and Human Services. The new revolving credit facility allows maximum borrowings of $175,000,000 with interest at the base rate plus 0.50 to 1.50 percent or the Eurodollar base rate plus 1.00 to 2.50 percent, as elected by management and determined by the net funded debt to EBITDA ratio and a facility fee of 0.75 percent per annum. At March 31, 2018 and December 31, 2017, the outstanding amount on the revolving credit facility was $82,112,006, with an available balance of $92,887,994. The credit facility is collateralized by substantially all assets of the co-borrowers, and the obligation is joint and several between these parties.
The new draw to term loan allows maximum aggregate borrowings of $150,000,000. Borrowings bear interest at the base rate plus 0.75 to 2.25 percent or the Eurodollar base rate plus 1.75 to 3.25 percent, as elected by management and determined by the net funded debt to EBITDA ratio. Monthly interest payments and quarterly principal payments commenced in June 2017. At March 31, 2018 and December 31, 2017, the outstanding amount on the draw to term loan was $138,750,000.
The agreement limits the amount of annual shareholder distributions to 60 percent or 45 percent of S-Corporation taxable income for the Companys fiscal year based on whether the net funded debt to EBITDA ratio is less than 2.50 to 1.00 or greater than or equal to 2.50 to 1.00, respectively. As of March 31, 2018 and December 31, 2017 the Companys net funded debt to EBITDA ratio is less than 2.50 to 1.00.
Effective November 3, 2017, the Companys subsidiary, Meridian Health Plan of Illinois, Inc., entered into a revolving loan credit facility which allows maximum borrowings of $600,000,000. The commitment termination date is the earlier of November 3, 2019 or the date on which the State of Illinois rating is downgraded to a Ba1, BB+, or BB+ by Moodys, S&P, or Fitch, respectively. Outstanding balances are due on October 31, 2067. At March 31, 2018 and December 31, 2017 there was no outstanding balance on the facility. Repayments of outstanding balances are applied as state capitation payments are received on eligible accounts receivable that are included in the borrowing base for amounts outstanding at date of receipt. Interest of 1.0 percent of any amount approved and unpaid after a 90-day period from the due date shall be added for each month, or 0.033 percent of any amount approved and unpaid for each day after the end of this 90-day period until final payment is made, commensurate with the Illinois State Prompt Payment Act, and is paid only upon receipt of such prompt payment penalties from the State of Illinois. The revolving loan credit facility is also subject to certain financial covenants including a risk-based capital ratio and minimum net worth requirements. The revolving credit facility is collateralized by all eligible receivables due from the State.
At March 31, 2018 and December 31, 2017 the Company is in compliance with all covenants pertaining to debt agreements.
The Company entered into a promissory note for $4,900,000 in January 2017 for the purchase of property. Interest accrues at a fixed rate of 4.0 percent, with interest payments due in monthly installments beginning in January 2017. Final principal payment, along within any outstanding accrued interest, shall be due in January 2021. The note is secured by a security agreement and mortgage. The outstanding balance at March 31, 2018 and December 31, 2017 is $4,900,000.
16
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 8 - Income Taxes
Deferred tax assets and deferred tax liabilities totaled $1,583,803 and $613,366, respectively at March 31, 2018 and December 31, 2017. The Companys effective tax rates of 16.8 percent and (1.2) percent for the three months ended March 31, 2018 and 2017, respectively, differed from statutory rates due to an ACA fee moratorium in place in 2017 which expired in 2018.
Note 9 - Retrospectively Rated Contracts and Contracts Subject to Redetermination
As part of the Companys subsidiaries (Meridian Health Plan of Michigan, Inc. and Meridian Health Plan of Illinois, Inc.) contract for services under various Medicare plans with the Centers for Medicare and Medicaid Services (CMS) under Medicare Part D, the parties have agreed to a risk-sharing arrangement whereby the amount the Company receives in premiums from members and CMS is compared to actual drug costs incurred during the contract year. Based on the risk-sharing provision and activity to date, an estimated risk-sharing payable or receivable is recorded as an adjustment to premium revenue. An estimate for accrued retrospective premiums receivable of $7,281,522 and $3,435,283 has been recorded at March 31, 2018 and December 31, 2017, respectively. Actual amounts could differ from these estimates upon final determination.
As part of the Companys subsidiaries (Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc., and Meridian Health Plan of Iowa, Inc.) contract for services under various Medicare Plans (see annual consolidated financial report as of December 31, 2017 for additional details), the parties have agreed to a risk adjustment arrangement whereby premiums will be retroactively risk adjusted based on the risk scores of the members. At March 31, 2018 and December 31, 2017, the Company has recorded a risk adjustment receivable of $12,263,581 and $10,568,745, respectively, from CMS, which is recorded in accrued retrospective premiums on the consolidated balance sheet.
As part of the Companys subsidiarys (Meridian Health Plan of Illinois, Inc.) contract for Medicaid services under the Family Health Plan, Affordable Care Act, and Integrated Care Programs with the Illinois Department of Healthcare and Family Services (HFS), the parties have agreed to a risk adjustment arrangement whereby premiums will be retroactively risk adjusted based on the risk scores of the members. The risk adjustment factor is estimated based on experience to date and determinations of the Companys risk score versus the overall geographical market risk score. The risk adjustment factor is a component of the monthly capitation premiums received from HFS and, therefore, any receivable or payable balance is recorded within uncollected premiums on the consolidated balance sheet.
The Companys subsidiary (Meridian Health Plan of Michigan, Inc.) is subject to components of the risk-sharing provisions of the Affordable Care Act (ACA). At March 31, 2018 and December 31, 2017, a risk-sharing payable of $8,400,000 was recorded in aggregate health policy reserves on the consolidated balance sheet for the ACA risk-sharing provisions. Although management believes the amount recorded at March 31, 2018 and December 31, 2017 to be reasonable in light of the quality and availability of the data, management also believes the ultimate settlement of these amounts could be significantly different from the estimate.
Miscellaneous payables recorded in aggregate health policy reserves related to other risk-sharing provisions within effective contracts amount to $3,288,780 and $3,621,510 at March 31, 2018 and December 31, 2017, respectively.
17
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 10 - Uninsured Plans
The Companys subsidiaries (Meridian Health Plan of Michigan, Inc., Meridian Health Plan of Illinois, Inc., and Meridian Health Plan of Iowa, Inc.) serve as plan sponsors offering Medicare Part D prescription drug coverage under various contracts with CMS. Under the Medicare Part D program, several elements of payments received by the Company, including the reinsurance subsidy and the low-income cost-sharing subsidy, represent cost reimbursements under the Medicare Part D program. Amounts owing or received for these subsidies are not reflected as premiums, but rather are accounted for as a receivable and/or deposit. The Company estimated amounts receivable (payable) between state contracts in connection with the Companys Medicare Part D prescription drug coverage of $3,637,502 and $(114,489), respectively, at March 31, 2018, and $11,000,688 and $(69,306), respectively, at December 31, 2017. Subsequent to the end of the plan year, a settlement payment will be made between CMS and the Company based on actual claims and premium experience.
The Companys subsidiaries (Meridian Health Plan of Michigan, Inc. and Meridian Health Plan of Illinois, Inc.) participate in transfer payment programs with the states of Michigan and Illinois, whereby pass-through payments are paid first to the Companys subsidiaries and then are passed on to various hospitals and providers. As of March 31, 2018 and December 31, 2017, the Company recorded total liabilities of $109,731,816 and $90,614,789, respectively, related to these programs. The Company did not reflect any administrative expenses, reimbursement for such expenses, or a net gain or loss related to these programs for the years ended December 31, 2017 and 2016.
Note 11 - ACA/Health Insurer Fee
The Company is subject to an annual fee under Section 9010 of the Patient Protection and Affordable Care Act (PPACA), see the annual consolidated financial report for additional details. During 2017, the United States Treasury and Internal Revenue Service issued Moratorium on Annual Fee on Health Insurance Providers , which suspends the collection of the health insurance provider fee for the 2017 calendar year. Therefore, the Company was not required to pay these fees in 2017 and no amounts have been recognized as of December 31, 2017 for the ACA fee expense or the reimbursement revenue from the states of Michigan and Illinois as part of the Medicaid contracts. The moratorium has no effect on the fee amount for the 2018 fee year. For 2018 the Company has recorded a liability of $65,195,781 as of January 1, 2018, with a corresponding Deferred health insurer fee on the consolidated balance sheet that is being amortized to expense on a straight line basis, the balance of which is $48,896,836 as of March 31, 2018. For the three month period ended March 31, 2018, the Company recorded health insurer fee expense of $16,298,945, as well as $20,233,417 of health insurer fee reimbursement revenue.
18
Caidan Enterprises, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 12 - Commitments and Contingencies
The Companys subsidiary, Caidan Management Company, LLC, is a defendant in lawsuits in the normal course of business. Management is of the opinion that no litigation matters are outstanding or pending that will have a material effect on its financial position or results of operations.
The revolving credit facility obtained by Meridian Health Plan of Illinois, Inc. during 2017 (see Note 7) contains an early termination fee provision that requires the borrower to pay the lender a fee of $40,000,000 in the event of a major corporate action such as a merger, consolidation, or change in control. The planned acquisition by WellCare Health Plan, Inc. (WellCare) (see Note 13) will trigger the early termination fee due under the change in control provision, to be paid from the proceeds of the sale.
The Company engaged a financial services firm to assist throughout the negotiation process on the pending acquisition by Wellcare (see Note 13). Once the acquisition by WellCare has been finalized it will trigger a fee payable to the financial services firm of $20,000,000, to be paid from the proceeds of the sale.
The Company has a phantom stock agreement with a key employee. Based on the terms of the agreement the pending acquisition by WellCare will trigger the required payout of $25,000,000 under the change in control provision.
Note 13 - Subsequent Events
Subsequent to March 31, 2018, the Company declared and paid dividends to stockholders of $31,700,000.
On May 28 th , 2018 the Company entered into a purchase agreement with WellCare Health Plans, Inc. (WellCare) whereby WellCare has agreed to purchase, for $2.5 billion, all shares of stock of Caidan Holding Company, Inc. and Subsidiaries, as well as all assets of MeridianRx, LLC and Caidan Management Company, LLC, with the exception of certain items which will be carved out. The transaction calls for payment of the estimated purchase price in cash, less an escrow of $125,000,000 at closing, subject to a potential closing working capital adjustment. The acquisition of these entities by WellCare is pending regulatory approval, but is anticipated to close prior to December 31, 2018.
The consolidated financial statements and related disclosures include evaluation of events up through and including July 18, 2018, which is the date the consolidated financial statements were available to be issued.
19
Exhibit 99.6
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2017 and the three and twelve months ended March 31, 2018 combine the historical consolidated statements of operations of WellCare and the Meridian Group, giving effect to the Meridian Acquisition and the Acquisition Financing Transactions, each as more fully described in Note 1 below, as if they each had occurred on January 1, 2017. The unaudited pro forma condensed combined balance sheet as of March 31, 2018 combines the historical consolidated balance sheets of the Company and the Meridian Group, giving effect to the Acquisition Financing Transactions and the Meridian Acquisition, each as more fully described in Note 1 below, as if they each had occurred on March 31, 2018. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (i) directly attributable to the Meridian Acquisition and the Acquisition Financing Transactions, (ii) factually supportable and (iii) with respect to the statements of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical consolidated financial statements and accompanying notes:
|
historical audited consolidated financial statements of the Company as of and for the year ended December 31, 2017, and the related notes, included in the Companys Annual Report on Form 10-K for the year ended December 31, 2017; |
|
historical audited consolidated financial statements of Meridian Consolidated as of and for the year ended December 31, 2017, and the related notes, included in the Companys Current Report on Form 8-K filed on August 6, 2018; |
|
historical unaudited interim consolidated financial statements of the Company as of and for the three months ended March 31, 2018, and the related notes, included in the Companys Quarterly Report on Form 10-Q for the period ended March 31, 2018; and |
|
historical unaudited interim consolidated financial statements of Meridian Consolidated as of and for the three months ended March 31, 2018, and the related notes, included in the Companys Current Report on this Form 8-K filed on August 6, 2018. |
The unaudited pro forma consolidated financial information for the twelve months ended March 31, 2018 (the LTM data) was derived by adding the audited consolidated financial information for each of WellCare and the Meridian Group for the year ended December 31, 2017 to the unaudited consolidated financial information for each of WellCare and the Meridian Group for the three months ended March 31, 2018 and subtracting the unaudited consolidated financial information for each of WellCare and the Meridian Group for the three months ended March 31, 2017 and making certain adjustments thereto giving effect to the Meridian Acquisition and the Acquisition Financing Transactions. The LTM data has been prepared solely for the purpose of this prospectus supplement, is not prepared in the ordinary course of our financial reporting and has not been audited or reviewed by our independent registered public accounting firm.
The unaudited pro forma condensed combined financial information has been prepared by the Company using the acquisition method of accounting in accordance with GAAP. The Company has been treated as the acquirer in the Meridian Acquisition for accounting purposes. The acquisition accounting is dependent upon certain valuation and other studies that have yet to commence or progress to a stage where there is sufficient information for a definitive measurement. The consummation of the Meridian Acquisition remains subject to the satisfaction of customary closing conditions, including the receipt of regulatory approval, and there can be no assurance that the Meridian Acquisition will occur on or before a certain time, on the terms described herein, or at all. The Meridian Acquisition is not conditioned on the Acquisition Financing Transactions or any other financing transaction, and the terms of any financing we may obtain for the Meridian Acquisition may differ from the assumptions set forth herein. Furthermore, we are not acquiring all of the assets or operations, or assuming all of the liabilities, of the Meridian Group in the Meridian Acquisition and, as a result, the unaudited pro forma condensed combined financial information reflect certain estimates regarding such assets, operations and liabilities. In addition, under certain relevant laws and regulations, before completion of the Meridian Acquisition, there are certain limitations regarding
what we can learn about the Meridian Group. As a result, until the Meridian Acquisition is completed, we will not have complete access to all relevant information about the Meridian Group. The acquired assets and assumed liabilities of the Meridian Group have been measured based on various preliminary estimates using assumptions that we believe are reasonable based on information that is currently available. Differences between these preliminary estimates and the final acquisition accounting may occur, and those differences could have a material effect on the accompanying unaudited pro forma condensed combined financial statements and the combined companys future results of operations and financial position. The pro forma adjustments are preliminary and have been made solely for informational purposes.
We expect to commence the necessary valuation and other studies required to complete the acquisition accounting promptly upon completion of the Meridian Acquisition and will finalize the acquisition accounting as soon as practicable within the required measurement period in accordance with ASC 805, but in no event later than one year following completion of the Meridian Acquisition.
The unaudited pro forma adjustments are based upon available information and certain assumptions that our management believes are reasonable. The unaudited pro forma condensed combined financial information has been presented for informational purposes only and is based on assumptions and estimates considered appropriate by our management; however, it is not necessarily indicative of our financial position or results of operations that would have been achieved had the pro forma events taken place on the dates indicated, or of the future consolidated results of operations or of the financial position of the combined company. You should not place undue reliance on the summary unaudited pro forma condensed combined financial information in deciding whether or not to purchase our common stock.
Management expects that the strategic and financial benefits of the Meridian Acquisition will result in certain synergies and cost savings opportunities. However, given the preliminary nature of those cost savings, they have not been reflected in the accompanying unaudited pro forma condensed combined statements of operations. For a discussion of risks related to the Meridian Acquisition, see Item 1A. of Part II of our Quarterly Report on Form 10-Q for the three and six months ended June 30, 2018.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2017
(In millions, except per share data in dollars and shares)
WellCare |
Meridian
Consolidated (1) |
Pro Forma
Adjustments (Note 6) |
Pro Forma
Combined |
|||||||||||||
Revenues: |
||||||||||||||||
Premium |
$ | 16,960.3 | $ | 3,433.3 | $ | | $ | 20,393.6 | ||||||||
Investment and other income |
46.9 | 37.3 | (5.8 | ) (a) | 78.4 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenues |
17,007.2 | 3,470.6 | (5.8 | ) | 20,472.0 | |||||||||||
Expenses: |
||||||||||||||||
Medical benefits |
14,744.8 | 3,089.5 | (0.2 | ) (a) | 17,834.1 | |||||||||||
Selling, general and administrative |
1,484.7 | 258.9 | (10.3 | ) (a) | 1,733.3 | |||||||||||
Medicaid premium taxes |
119.8 | | | 119.8 | ||||||||||||
Depreciation and amortization |
120.4 | 13.1 | 88.3 | (a),(b) | 221.8 | |||||||||||
Interest |
68.5 | 13.0 | 45.1 | (a),(c) | 126.6 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total expenses |
16,538.2 | 3,374.5 | 122.9 | 20,035.6 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income from operations |
469.0 | 96.1 | (128.7 | ) | 436.4 | |||||||||||
Loss on extinguishment of debt |
26.1 | | | 26.1 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before income taxes and equity in earnings of unconsolidated subsidiaries |
442.9 | 96.1 | (128.7 | ) | 410.3 | |||||||||||
Equity in earnings of unconsolidated subsidiaries |
18.7 | | | 18.7 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before income taxes |
$ | 461.6 | $ | 96.1 | $ | (128.7 | ) | $ | 429.0 | |||||||
Income taxes |
87.9 | (1.0 | ) | (11.1 | ) (a),(d) | 75.8 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
$ | 373.7 | $ | 97.1 | $ | (117.6 | ) | $ | 353.2 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Earnings per common share: |
||||||||||||||||
Basic |
$ | 8.40 | $ | 7.29 | ||||||||||||
Diluted |
$ | 8.31 | $ | 7.22 | ||||||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
44,474,016 | 3,950,014 | (e) | 48,424,030 | ||||||||||||
Diluted |
44,967,061 | 3,950,014 | (e) | 48,917,075 |
(1)- |
Certain reclassifications have been made to conform to WellCares financial statement classifications. |
See the accompanying notes to the unaudited pro forma condensed combined financial statements, which are an integral part of this statement. The pro forma adjustments are explained in Note 6 - Income Statement Pro Forma Adjustments .
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Three Months Ended March 31, 2018
(In millions, except per share data in dollars and shares)
WellCare |
Meridian
Consolidated (1) |
Pro Forma
Adjustments (Note 6) |
Pro Forma
Combined |
|||||||||||||
Revenues: |
||||||||||||||||
Premium |
$ | 4,626.3 | $ | 1,026.1 | $ | | $ | 5,652.4 | ||||||||
Investment and other income |
19.9 | 2.3 | (1.0 | ) (a) | 21.2 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenues |
4,646.2 | 1,028.4 | (1.0 | ) | 5,673.6 | |||||||||||
Expenses: |
||||||||||||||||
Medical benefits |
3,962.0 | 914.6 | | 4,876.6 | ||||||||||||
Selling, general and administrative |
355.9 | 86.3 | (2.1 | ) (a) | 440.1 | |||||||||||
ACA industry fee |
81.5 | | | 81.5 | ||||||||||||
Medicaid premium taxes |
32.1 | | | 32.1 | ||||||||||||
Depreciation and amortization |
36.4 | 3.6 | 22.0 | (a),(b) | 62.0 | |||||||||||
Interest |
17.1 | 2.2 | 12.7 | (a),(c) | 32.0 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total expenses |
4,485.0 | 1,006.7 | 32.6 | 5,524.3 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income from operations |
161.2 | 21.7 | (33.6 | ) | 149.3 | |||||||||||
Loss on extinguishment of debt |
| | | | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before income taxes and equity in losses of unconsolidated subsidiaries |
161.2 | 21.7 | (33.6 | ) | 149.3 | |||||||||||
Equity in losses of unconsolidated subsidiaries |
(2.7 | ) | | | (2.7 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before income taxes |
158.5 | 21.7 | (33.6 | ) | 146.6 | |||||||||||
Income taxes |
56.8 | 3.7 | (7.9 | ) (a),(d) | 52.6 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
$ | 101.7 | $ | 18.0 | $ | (25.7 | ) | $ | 94.0 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Earnings per common share: |
||||||||||||||||
Basic |
$ | 2.28 | $ | 1.94 | ||||||||||||
Diluted |
$ | 2.25 | $ | 1.91 | ||||||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
44,605,892 | 3,950,014 | (e) | 48,555,906 | ||||||||||||
Diluted |
45,196,127 | 3,950,014 | (e) | 49,146,141 |
(1)- |
Certain reclassifications have been made to conform to WellCares financial statement classifications. |
See the accompanying notes to the unaudited pro forma condensed combined financial statements, which are an integral part of this statement. The pro forma adjustments are explained in Note 6 - Income Statement Pro Forma Adjustments .
Unaudited Pro Forma Condensed Combined Summary Information
For the Last Twelve Months (LTM) Ended March 31, 2018
(In millions, except per share data in dollars and shares)
WellCare |
Meridian
Consolidated (1) |
Pro Forma
Adjustments (Note 6) |
Pro Forma
Combined |
|||||||||||||
Revenues: |
||||||||||||||||
Premium |
$ | 17,639.6 | $ | 3,628.8 | $ | | $ | 21,268.4 | ||||||||
Investment and other income |
59.6 | 37.4 | (5.6 | ) (a) | 91.4 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenues |
17,699.2 | 3,666.2 | (5.6 | ) | 21,359.8 | |||||||||||
Expenses: |
| |||||||||||||||
Medical benefits |
15,228.2 | 3,259.9 | (0.1 | ) | 18,488.0 | |||||||||||
Selling, general and administrative |
1,538.2 | 286.1 | (10.4 | ) (a) | 1,813.9 | |||||||||||
ACA industry fee |
81.5 | | | 81.5 | ||||||||||||
Medicaid premium taxes |
122.0 | | | 122.0 | ||||||||||||
Depreciation and amortization |
132.9 | 13.7 | 88.0 | (a),(b) | 234.6 | |||||||||||
Interest |
69.4 | 13.6 | 45.5 | (a),(c) | 128.5 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total expenses |
17,172.2 | 3,573.3 | 123.0 | 20,868.5 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income from operations |
527.0 | 92.9 | (128.6 | ) | 491.3 | |||||||||||
Loss on extinguishment of debt |
26.1 | | | 26.1 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before income taxes and equity in losses of unconsolidated subsidiaries |
500.9 | 92.9 | (128.6 | ) | 465.2 | |||||||||||
Equity in losses of unconsolidated subsidiaries |
16.0 | | | 16.0 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before income taxes |
516.9 | 92.9 | (128.6 | ) | 481.2 | |||||||||||
Income taxes |
108.8 | 2.6 | (15.8 | ) (a),(d) | 95.6 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
$ | 408.1 | $ | 90.3 | $ | (112.8 | ) | $ | 385.6 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Earnings per common share: |
||||||||||||||||
Basic |
$ | 9.16 | $ | 7.95 | ||||||||||||
Diluted |
$ | 9.06 | $ | 7.87 | ||||||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
44,533,993 | 3,950,014 | (e) | 48,484,007 | ||||||||||||
Diluted |
45,059,427 | 3,950,014 | (e) | 49,009,441 |
(1)- |
Certain reclassifications have been made to conform to WellCares financial statement classifications. |
See the accompanying notes to the unaudited pro forma condensed combined financial statements, which are an integral part of this statement. The pro forma adjustments are explained in Note 6 - Income Statement Pro Forma Adjustments .
Unaudited Pro Forma Condensed Combined Balance Sheet
As of March 31, 2018
(In millions, except shares)
WellCare |
Meridian
Consolidated (1) |
Pro Forma
Adjustments (Note 6) |
Pro Forma
Combined |
|||||||||||||
Assets |
||||||||||||||||
Current Assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 4,824.1 | $ | 463.9 | $ | (233.9 | ) (a),(b) | $ | 5,054.1 | |||||||
Short-term investments |
708.6 | 88.5 | (7.9 | ) (a) | 789.2 | |||||||||||
Premiums receivable, net |
638.9 | 486.6 | (0.4 | ) (a) | 1,125.1 | |||||||||||
Pharmacy rebates receivable, net |
380.6 | 13.0 | | 393.6 | ||||||||||||
Receivables from government partners |
81.2 | | | 81.2 | ||||||||||||
Funds receivable for the benefit of members |
28.8 | | | 28.8 | ||||||||||||
Deferred ACA industry fee |
244.6 | 48.9 | | 293.5 | ||||||||||||
Prepaid expenses and other current assets, net |
270.4 | 51.6 | 9.2 | (a),(f) | 331.2 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total current assets |
7,177.2 | 1,152.5 | (233.0 | ) | 8,096.7 | |||||||||||
Property, equipment and capitalized software, net |
317.1 | 64.6 | (12.7 | ) (a) | 369.0 | |||||||||||
Goodwill |
661.8 | | 996.3 | (c) | 1,658.1 | |||||||||||
Other intangible assets, net |
357.3 | 4.0 | 996.0 | (c) | 1,357.3 | |||||||||||
Long-term investments |
725.8 | 136.5 | (25.4 | ) (a) | 836.9 | |||||||||||
Restricted cash, cash equivalents and investments |
213.3 | 2.6 | (0.2 | ) (a) | 215.7 | |||||||||||
Other assets |
4.4 | 5.4 | (2.7 | ) (a) | 7.1 | |||||||||||
Assets of discontinued operations |
214.5 | | | 214.5 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Assets |
$ | 9,671.4 | $ | 1,365.6 | $ | 1,718.3 | $ | 12,755.3 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Liabilities and Stockholders Equity |
||||||||||||||||
Current Liabilities: |
||||||||||||||||
Medical benefits payable |
$ | 2,210.3 | $ | 466.8 | $ | | $ | 2,677.1 | ||||||||
Unearned premiums |
592.9 | 26.6 | | 619.5 | ||||||||||||
ACA industry fee liability |
326.1 | 65.2 | | 391.3 | ||||||||||||
Accounts payable and accrued expenses |
550.1 | 123.1 | 76.9 | (a),(f) | 750.1 | |||||||||||
Funds payable for the benefit of members |
1,612.2 | 109.9 | | 1,722.1 | ||||||||||||
Other payables to government partners |
388.2 | | | 388.2 | ||||||||||||
Short-term debt |
| 104.9 | (104.9 | ) (a) | | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total current liabilities |
5,679.8 | 896.5 | (28.0 | ) | 6,548.3 | |||||||||||
Deferred income tax liability, net |
71.5 | | | 71.5 | ||||||||||||
Long-term debt, net |
1,183.0 | 117.7 | 1,047.2 | (a),(d),(e) | 2,347.9 | |||||||||||
Other liabilities |
20.2 | 5.8 | (2.2 | ) (a) | 23.8 | |||||||||||
Liabilities of discontinued operations |
214.5 | | | 214.5 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Liabilities |
7,169.0 | 1,020.0 | 1,017.0 | 9,206.0 | ||||||||||||
Commitments and contingencies (2) |
Unaudited Pro Forma Condensed Combined Balance Sheet (continued)
As of March 31, 2018
(In millions, except shares)
WellCare |
Meridian
Consolidated (1) |
Pro Forma
Adjustments (Note 6) |
Pro Forma
Combined |
|||||||||||||
Stockholders Equity: |
||||||||||||||||
Preferred stock, $0.01 par value (20,000,000 authorized, no shares issued or outstanding) |
| | | | ||||||||||||
Common stock, $0.01 par value (3) |
0.4 | | 0.1 | 0.5 | ||||||||||||
Paid-in capital |
583.4 | | 1,066.9 | (e) | 1,650.3 | |||||||||||
Retained earnings |
1,929.2 | | (20.1 | ) (f) | 1,909.1 | |||||||||||
Accumulated other comprehensive loss |
(10.6 | ) | | | (10.6 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Stockholders Equity |
2,502.4 | | 1,046.9 | 3,549.3 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net Assets |
$ | 345.6 | $ | (345.6 | ) (g) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities and stockholders equity |
$ | 9,671.4 | $ | 1,365.6 | $ | 1,718.3 | $ | 12,755.3 | ||||||||
|
|
|
|
|
|
|
|
(1)- |
Certain reclassifications have been made to conform to WellCares financial statement classifications. |
(2)- |
Refer to Note 13 - Commitments and Contingencies to the consolidated financial statements included in our Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2018. |
(3)- |
On a historical basis, common stock information of the Company is as follows: 100,000,000 shares authorized, 44,753,235 shares issued and outstanding at March 31, 2018. On a pro forma combined basis, common stock information is as follows: 100,000,000 shares authorized; 48,703,249 shares issued and outstanding. |
See the accompanying notes to the unaudited pro forma condensed combined financial statements, which are an integral part of this statement. The pro forma adjustments are explained in Note 7 - Balance Sheet Pro Forma Adjustments .
NOTES TO THE PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(DOLLARS IN MILLIONS, EXCEPT SHARE DATA)
(UNAUDITED)
1. Description of Transaction
Meridian Acquisition
In May 2018, our subsidiary, WellCare Management, entered into a definitive transaction agreement (the Acquisition Agreement) with Caidan Management Company, LLC, MeridianRx, LLC, Caidan Holding Company (collectively, the Meridian Group), and Caidan Enterprises, Inc. (the Seller). On the terms and subject to the conditions set forth in the Acquisition Agreement, we will acquire the Meridian Group (including Meridian Health Plan of Illinois, Inc. and Meridian Health Plan of Michigan, Inc.) from the Seller for an aggregate purchase price of $2.5 billion in cash, subject to a possible purchase price reduction of up to $100 million and other customary purchase price adjustments (the Meridian Acquisition). The Meridian Acquisition is expected to close in the next few months.
The consummation of the Meridian Acquisition is subject to customary conditions, including (i) the absence of a material adverse effect on the Meridian Group, (ii) the receipt of specified approvals under state insurance and healthcare laws and regulations, in each case, without imposing a burdensome condition, (iii) the accuracy of the representations and warranties of the parties (generally subject to a customary material adverse effect standard), (iv) the absence of governmental restrictions on the consummation of the Meridian Acquisition, (v) material compliance by the parties with their respective covenants and agreements under the Acquisition Agreement and (vi) completion of a pre-closing restructuring by the Seller to exclude certain assets and liabilities unrelated to the Meridian Groups pharmacy benefits management and health care plans.
The Acquisition Agreement contains certain termination rights, including the right of either party to terminate the Acquisition Agreement if the consummation of the Meridian Acquisition has not occurred on or before January 31, 2019, subject to an approximately 90 day extension if all conditions to closing of the Meridian Acquisition have been satisfied or waived other than the conditions relating to antitrust or regulatory approvals (the Termination Date). If the Acquisition Agreement is terminated because the Meridian Acquisition has not been consummated by the Termination Date and all conditions precedent to our obligation to consummate the Meridian Acquisition have otherwise been satisfied except for obtaining certain of the required antitrust or regulatory approvals, then we will be required to pay the Seller a termination fee of $50 million. If the Acquisition Agreement is terminated by the Seller because we have failed to consummate the Meridian Acquisition within five business days of being required to do so, then we will be required to pay the Seller a termination fee of $100 million.
Acquisition Financing Transactions
In connection with the Meridian Acquisition, (i) we are offering 3,990,712 shares of common stock, (ii) we are offering $700.0 million aggregate principal amount of new senior unsecured notes (the New Notes) in a private placement to certain qualified institutional investors and non-U.S. persons, (iii) we increased our borrowing capacity under our revolving credit facility from $1.0 billion to $1.3 billion (the New Revolving Credit Facility) and extended the maturity date for borrowings thereunder from January 2021 to July 2023 and (iv) we intend to draw approximately $480.0 million under the new New Revolving Credit Facility. We refer to this offering, the New Notes offering and the draw under the New Revolving Credit Facility as the Acquisition Financing Transactions.
We intend to fund the Meridian Acquisition through a combination of cash on hand and the proceeds from the Acquisition Financing Transactions.
The consummation of the Meridian Acquisition is not subject to any financing condition, including the closing of any of the Acquisition Financing Transactions. In addition, this offering is not conditioned on the closing of the Meridian Acquisition or any of the other Acquisition Financing Transactions. We cannot assure you that the Meridian Acquisition will be consummated on the terms described herein or at all. If the Meridian Acquisition is not consummated, we intend to use the net proceeds of this equity offering for general corporate purposes, which may include acquisitions, share repurchases or debt repayment, and we will not have any obligation to repurchase any or all of our shares of common stock sold in this offering. In the event that the Meridian Acquisition is not consummated on or prior to the Outside Date, or the Transaction Agreement is terminated
any time prior thereto other than as a result of consummating the Meridian Acquisition, we will be required to redeem in whole and not in part the outstanding New Notes on the special mandatory redemption date at a redemption price equal to 100% of the aggregate principal amount of the New Notes, plus accrued and unpaid interest to but not including the special mandatory redemption date.
We cannot assure you that we will be able to consummate the Meridian Acquisition on a timely basis or at all. For a discussion of risks related to the Meridian Acquisition, see Item 1A. of Part II of our Quarterly Report on Form 10-Q for the three and six months ended June 30, 2018.
2. Basis of Presentation
The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting and was based on the historical financial statements of WellCare and the Meridian Group. The acquisition method of accounting is based on ASC 805 and uses the fair value concepts defined in ASC 820, Fair Value Measurements.
ASC 805 requires, among other things, that most assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. In addition, ASC 805 requires that the consideration transferred be measured at the date the Meridian Acquisition is completed at the then-current market price.
ASC 820 defines the term fair value and sets forth the valuation requirements for any asset or liability measured at fair value, expands related disclosure requirements and specifies a hierarchy of valuation techniques based on the nature of the inputs used to develop the fair value measures. Fair value is defined in ASC 820 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This is an exit price concept for the valuation of the asset or liability. In addition, market participants are assumed to be buyers and sellers in the principal (or the most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. As a result of these standards, we may be required to record the fair value of assets which are not intended to be used or sold and/or to value assets at fair value measures that do not reflect our intended use of those assets. Many of these fair value measurements can be highly subjective, and it is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.
Under the acquisition method of accounting, the assets acquired and liabilities assumed will be recorded, as of completion of the Meridian Acquisition, primarily at their respective fair values and added to those of the Company. Our financial statements and reported results of operations issued after completion of the Meridian Acquisition will reflect these values, but will not be retroactively restated to reflect the historical financial position or results of operations of the Meridian Group.
Under ASC 805, transaction-related expenses (e.g., advisory, legal, accounting, valuation and other professional fees) are not included as a component of consideration transferred but are accounted for as expenses in the periods in which the costs are incurred. Total transaction expenses expected to be incurred are estimated to be approximately $75 million to $85 million. Those expenses are reflected in the unaudited pro forma condensed combined balance sheet as an increase to accounts payable and accrued expenses, with the related tax benefits reflected as an increase in other current assets and the after tax effect presented as a decrease to retained earnings.
The unaudited pro forma condensed combined financial statements do not reflect the projected realization of any anticipated cost savings following completion of the Meridian Acquisition. These potential cost savings opportunities are expected to arise from network and medical management savings, as well as administrative cost savings. The unaudited pro forma condensed combined financial statements do not reflect projected pretax integration-related expenses associated with the projected cost savings or any restructuring costs.
3. Accounting Policies
At completion of the Meridian Acquisition, we will review the Meridian Groups accounting policies to determine if differences in accounting policies require restatement or reclassification of results of operations or reclassification of assets or liabilities to conform to our accounting policies and classifications. As a result of that review, we may identify differences between the accounting policies of the two companies that, when conformed, could have a material effect on the combined financial statements. At this time, we are not aware of any differences that would have a material effect on the combined financial statements. The unaudited pro forma condensed combined financial statements assume there are no material differences in accounting policies.
4. Estimate of Consideration Expected to be Transferred
For pro forma purposes, it is assumed that on the terms and subject to the conditions set forth in the Acquisition Agreement, we will acquire the Meridian Group from the Seller for an aggregate purchase price of $2.5 billion in cash, however, we note that such aggregate purchase price is subject to a possible purchase price reduction of up to $100 million and other customary purchase price adjustments.
5. Estimate of Assets to be Acquired and Liabilities to be Assumed
The following is a preliminary estimate of the assets to be acquired and the liabilities to be assumed by the Company in the Meridian Acquisition, reconciled to the estimate of total consideration expected to be transferred:
As of March 31, 2018 | ||||
Assets Acquired and Liabilities Assumed: |
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Net book value of net assets acquired |
$ | 507.7 | ||
Less: historical intangible assets |
(4.0 | ) | ||
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Adjusted book value of net assets acquired |
$ | 503.7 | ||
Goodwill (a) |
$ | 996.3 | ||
Identified intangible assets (b) |
1,000.0 | |||
Adjustment to Property, equipment and capitalized software, net (c) |
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Consideration transferred |
$ | 2,500.0 |
(a) |
Goodwill is calculated as the difference between the acquisition date fair value of the total consideration expected to be transferred and the aggregate values assigned to the assets acquired and liabilities assumed. Goodwill is not amortized. |
(b) |
As of completion of the Meridian Acquisition, identifiable intangible assets are required to be measured at fair value, and these acquired assets could include assets that are not intended to be used or sold or that are intended to be used in a manner other than their highest and best use. For purposes of these unaudited pro forma condensed combined financial statements and consistent with the ASC 820 requirements for fair value measurements, it is assumed that all assets will be used, and that all assets will be used in a manner that represents the highest and best use of those assets, but it is not assumed that any market participant synergies will be achieved. |
The fair value of identifiable intangible assets is determined primarily using variations of the income approach, which is based on the present value of the future after-tax cash flows attributable to each identified intangible asset. Other valuation methods, including the market approach and cost approach, are also considered in estimating the fair value. Under the Hart-Scott-Rodino Antitrust Improvements Act and other relevant laws and regulations, there are significant limitations on our ability to obtain specific information about the Meridian Group intangible assets prior to completion of the Meridian Acquisition.
At this time, we do not have sufficient information as to the amount, timing and risk of cash flows of all of the Meridian Groups identifiable intangible assets to determine their fair value. Some of the more significant assumptions inherent in the development of intangible asset values, from the perspective of a market participant, include: the amount and timing of projected future cash flows (including revenue and profitability); the discount rate selected to measure the risks inherent in the future cash flows; and the assessment of the assets life cycle and the competitive trends impacting the asset. However, for purposes of these unaudited pro forma condensed combined financial statements and using publicly available information, such as historical revenues, the Meridian Groups cost structure, industry information for comparable intangible assets and certain other high-level assumptions, the fair value of the Meridian Groups identifiable intangible assets and their weighted-average useful lives have been estimated at $1.0 billion and 11 years, respectively. The identifiable intangible assets resulting from our acquisitions typically include provider networks, broker networks, trademarks, state contracts, licenses and permits. We amortize other intangible assets over their estimated useful lives ranging from approximately one to 15 years.
These preliminary estimates of fair value and weighted-average useful life will likely be different from the final acquisition accounting, and the difference could have a material impact on the accompanying unaudited pro forma condensed combined financial statements. Once we have full access to information about the Meridian Groups intangible assets, additional insight will be gained that could affect (i) the estimated total value assigned to intangible assets, (ii) the estimated allocation of value between finite-lived and indefinite-lived intangible assets and/or (iii) the estimated useful lives of intangible assets. The estimated intangible asset values and their useful lives could be affected by a variety of factors that may become known to us only upon access to additional information and/or by changes in such factors that may occur prior to completion of the Meridian Acquisition. These factors include, but are not limited to, changes in the regulatory, legislative, legal, technological and competitive environments. Increased knowledge about these and/or other elements could result in a change to the estimated fair value of the identifiable Meridian Group intangible assets and/or to the estimated weighted-average useful lives from what was assumed in these unaudited pro forma condensed combined financial statements. The combined effect of any such changes could then also result in a significant increase or decrease to the Companys estimate of associated amortization expense.
(c) |
As of completion of the Meridian Acquisition, property, equipment and capitalized software is required to be measured at fair value, unless those assets are classified as held-for-sale on the acquisition date. The acquired assets can include assets that are not intended to be used or sold, or that are intended to be used in a manner other than their highest and best use. We do not have sufficient information at this time as to the specific nature, age, condition or location of Meridian Groups property, equipment and capitalized softer and we do not know the appropriate valuation premise, in-use or in-exchange, as the valuation premise requires a certain level of knowledge about the assets being evaluated as well as a profile of the associated market participants. All of these elements can cause differences between fair value and net book value. Accordingly, for the purposes of these unaudited pro forma condensed combined financial statements, we have assumed that the current Meridian Group book values represent the best estimate of fair value. This estimate is preliminary and subject to change and could vary materially from the actual value on the date the Meridian Acquisition is completed. |
6. Income Statement Pro Forma Adjustments
This note should be read in conjunction with Note 1 - Description of Transaction ; Note 2 - Basis of Presentation ; Note 4 - Estimate of Consideration Expected to be Transferred ; and Note 5 - Estimate of Assets to be Acquired and Liabilities to be Assumed . Adjustments included in the column under the heading Pro Forma Adjustments represent the following:
(a) To eliminate the results of Meridian Group operations not acquired in the Meridian Acquisition:
Year ended
December 31, 2017 |
Three months ended
March 31, 2018 |
LTM ended
March 31, 2018 |
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Total revenues |
$ | (5.8 | ) | $ | (1.0 | ) | $ | (5.6 | ) | |||
Expenses |
(26.1 | ) | (5.0 | ) | (26.8 | ) | ||||||
Income before income taxes |
20.3 | 4.0 | 21.2 | |||||||||
Net Income |
$ | 18.7 | $ | 4.0 | $ | 19.5 | ||||||
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(b) |
To record estimated intangible asset amortization expense: |
Year ended
December 31, 2017 |
Three months ended
March 31, 2018 |
LTM ended
March 31, 2018 |
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Estimated intangible asset amortization expense (*) |
$ | 90.9 | $ | 22.7 | $ | 90.9 |
(*) |
Assumes an estimated $1.0 billion of finite-lived intangibles and a weighted average amortization period of 11 years (Refer to Note 5. Estimate of Assets to be Acquired and Liabilities to be Assumed ). |
(c) |
The Company estimates the following adjustments to interest expense associated with debt incurred to finance the Meridian Acquisition: |
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Additional interest expense of approximately $55.9 million, $14.4 million and $56.9 million for the year ended December 31, 2017, the three months ended March 31, 2018, and the LTM ended March 31, 2018, respectively. The additional interest expense is based on approximately $700.0 million of long term fixed-rate indebtedness and approximately $480.0 million of borrowings under the New Revolving Credit Facility the Company expects to incur to finance a portion of the Meridian Acquisition and to pay related fees and expenses. The calculation of interest expense on the long-term indebtedness assumes an eight year maturity and an estimated annual interest rate of approximately 6.0%. Additionally, the calculation of interest expense on the New Revolving Credit Facility assumes an estimated weighted average annual interest rate of approximately 3.0%. |
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If interest rates were to increase or decrease by approximately 0.5% from the rates assumed in estimating our pro forma adjustments to interest expense, or the the amount of indebtedness incurred increased or decreased by approximately $250.0 million, the effect on pro forma interest expense would be as follows: |
Year ended
December 31, 2017 |
Three months ended
March 31, 2018 |
LTM ended
March 31, 2018 |
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0.5% increase/decrease in interest rates |
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Fixed rate debt |
$ | 3.5 | $ | 0.8 | $ | 3.5 | ||||||
New Revolving Credit Facility |
$ | 2.4 | $ | 0.6 | $ | 2.4 | ||||||
$250.0 million increase/decrease in indebtedness |
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Fixed rate debt |
$ | 15.0 | $ | 3.7 | $ | 15.0 | ||||||
New Revolving Credit Facility |
$ | 7.2 | $ | 2.1 | $ | 7.8 |
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Additional interest expense of approximately $2.2 million, $0.5 million and $2.2 million for the year ended December 31, 2017, the three months ended March 31, 2018, and the LTM ended March 31, 2018, respectively. The additional interest expense is related to the amortization of debt issuance costs associated with the long-term indebtedness and New Revolving Credit Facility we expect to incur to finance a portion of the Meridian Acquisition and to pay related fees and expenses. Issuance costs related to such long-term indebtedness and New Revolving Credit Facility are assumed to be amortized over an estimated weighted average term of approximately 5 years. |
(d) |
The Company assumed blended tax rates of 35% and 37% for 2018 and 2017, respectively, when estimating the tax effect of the acquisition, representing the federal and state tax rates. The effective tax rate of the combined company could be significantly different depending upon post-acquisition activities of the combined company. |
(e) |
The Company estimates increased basic and diluted shares outstanding of 3,950,014 for the year ended December 31, 2017, the three months ended March 31, 2018, and the LTM ended March 31, 2018, related to equity issued to finance a portion of the Meridian Acquisition, assuming approximately $1.1 billion is issued at $278.48 per share (closing stock price on August 2, 2018). |
The shares calculated above and those used in the unaudited pro forma condensed combined statements included herein are based on the assumed stock price of $278.48 per share. The table below depicts a sensitivity analysis assuming a $5.00 and $10.00 increase or decrease of the closing price of WellCare stock and the resulting estimated shares to be issued at the adjusted stock price as well as the corresponding approximate pro forma diluted earnings per share.
Sensitivity Analysis | ||||||||||||||||
Assumed stock price (in dollars) |
$ | 268.48 | $ | 273.48 | $ | 283.48 | $ | 288.48 | ||||||||
Corresponding number of shares to be issued |
4,097,139 | 4,022,232 | 3,880,344 | 3,813,089 | ||||||||||||
Corresponding diluted earnings per common share (in dollars) |
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Year Ended December 31, 2017 |
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Diluted earnings per common share |
$ | 7.20 | $ | 7.21 | $ | 7.23 | $ | 7.24 | ||||||||
Three Months Ended March 31, 2018 |
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Diluted earnings per common share |
$ | 1.91 | $ | 1.91 | $ | 1.92 | $ | 1.92 | ||||||||
LTM Ended March 31, 2018 |
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Diluted earnings per common share |
$ | 7.84 | $ | 7.86 | $ | 7.88 | $ | 7.89 |
7. Balance Sheet Pro Forma Adjustments
This note should be read in conjunction with Note 1 - Description of Transaction ; Note 2 - Basis of Presentation ; Note 4 - Estimate of Consideration Expected to be Transferred ; and Note 5 - Estimate of Assets to be Acquired and Liabilities to be Assumed . Adjustments included in the column under the heading Pro Forma Adjustments represent the following:
(a) |
To eliminate assets of the Meridian Group that are not acquired in the Meridian Acquisition and liabilities of the Meridian Group that are not assumed in the Meridian Acquisition: |
As of
March 31, 2018 |
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Assets |
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Cash |
$ | (13.9 | ) | |
Investments, including restricted investments |
(33.5 | ) | ||
Property, equipment and capitalized software, net |
(12.7 | ) | ||
Other assets |
(5.7 | ) | ||
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Total Assets |
$ | (65.8 | ) | |
Liabilities |
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Accounts payable and accrued expenses |
$ | (5.3 | ) | |
Short-term debt |
(104.9 | ) | ||
Long-term debt |
(117.7 | ) | ||
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Total Liabilities |
$ | (227.9 | ) | |
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Total, net |
$ | 162.1 | ||
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(b) |
Assumes $300 million of the Companys cash on hand will be used to partially fund the Meridian Acquisition. |
(c) |
To adjust goodwill and intangible assets to an estimate of acquisition-date goodwill and intangible assets: |
Eliminate the Meridian historical goodwill and intangible assets |
$ | (4.0 | ) | |
Estimated transaction goodwill |
$ | 996.3 | ||
Estimated transaction intangible assets |
$ | 1,000.0 |
(d) |
Assumes approximately $700.0 million of long-term indebtedness and approximately $480.0 million of borrowings under the New Revolving Credit Facility are used to finance a portion of the Meridian Acquisition and to pay related fees and expenses, including debt issuance costs, of approximately $15.1 million. |
(e) |
Assumes approximately $1,067.0 million of net proceeds from the issuance and sales of equity securities are used to finance a portion of the Meridian Acquisition, and to pay related fees and expenses, including equity issuance costs, of approximately $33.0 million. |
(f) |
To record estimated transaction-related expenses: |
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Total transaction-related expenses estimated to be incurred by the Company are approximately $31.9 million and are recorded as an increase to accounts payable and accrued expenses. These transaction-related expenses are not included in the pro forma condensed combined statements of operations. |
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Estimated current tax asset for transaction-related expenses of approximately $11.8 million. |
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Retained earnings adjustment for the after-tax transaction-related expenses incurred of approximately $20.1 million. |
(g) |
To eliminate the Meridian Groups historical net assets of $345.6 million. |