EX-99.1 2 mgln-20201231xex99d1.htm EX-99.1

Exhibit 99.1

Unaudited Pro Forma Condensed Consolidated Financial Information

​

On December 31, 2020, Magellan Health, Inc. (the “Company”) completed the sale of its Magellan Complete Care business (the “MCC Business”) to Molina Healthcare, Inc. (“Molina”), pursuant to a Stock and Asset Purchase Agreement, dated as of April 30, 2020, by and between the Company and Molina, for cash in the amount of $850 million plus closing adjustments of $158 million (subject to post-closing adjustments, if any), and the assumption by Molina of liabilities of the MCC Business.

​

The sale of the MCC Business is considered a significant disposition for purposes of Item 2.01 of Form 8-K. As a result, the Company prepared the accompanying unaudited pro forma condensed consolidated financial information in accordance with Article 11 of Regulation S-X.

​

The Company reported its operations of the MCC Business as discontinued operations in its consolidated financial statements included in Form 10-Q for the quarter and year-to-date periods ended June 30, 2020 and September 30, 2020. The accompanying unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2020 and for the years ended December 31, 2019, 2018 and 2017 give effect to the divestiture as if it had occurred on January 1, 2017. The accompanying unaudited pro forma condensed consolidated balance sheet gives effect to this divestiture as if it had occurred on September 30, 2020, the date of the Company’s most recently filed balance sheet.

​

The unaudited condensed consolidated pro forma financial information should be read in conjunction with (i) the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Form 10-K for the year ended December 31, 2019 filed with the SEC on February 28, 2020, and (ii) the unaudited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Form 10-Q for the three and nine months ended September 30, 2020 filed with the SEC on October 29, 2020.

​

The unaudited pro forma condensed consolidated financial information is presented based on assumptions, adjustments, and currently available information described in the accompanying notes and is intended for informational purposes only. The unaudited pro forma condensed consolidated financial information is not necessarily indicative of what the Company’s results of operations or financial condition would have been had the divestiture been completed on the dates assumed. In addition, it is not necessarily indicative of the Company’s future results of operations or financial condition.

​


​

MAGELLAN HEALTH, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2020
(Unaudited)
(In thousands)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Company

​

Pro Forma

​

Company

​

​

    

As Reported

    

Adjustments

    

Pro Forma

ASSETS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current Assets:

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

$

152,050

​

$

1,013,029

(a) 

$

1,165,079

Accounts receivable, net

​

​

769,159

​

​

-

​

​

769,159

Short-term investments

​

​

92,686

​

​

-

​

​

92,686

Pharmaceutical inventory

​

​

​

37,637

​

​

-

​

​

37,637

Other current assets

​

​

95,666

​

​

-

​

​

95,666

Current portion of assets held for sale

​

​

​

1,144,032

​

​

(1,144,032)

(b)

​

-

Total Current Assets

​

​

​

2,291,230

​

​

(131,003)

​

​

2,160,227

Property and equipment, net

​

​

​

131,869

​

​

-

​

​

131,869

Long-term investments

​

​

5,623

​

​

-

​

​

5,623

Deferred income taxes

​

​

​

25,823

​

​

(25,823)

(c)

​

-

Other long-term assets

​

​

​

67,692

​

​

-

​

​

67,692

Goodwill

​

​

​

806,421

​

​

-

​

​

806,421

Other intangible assets, net

​

​

​

52,362

​

​

-

​

​

52,362

Total Assets

​

​

$

3,381,020

​

$

(156,826)

​

$

3,224,194

​

​

​

​

​

​

​

​

​

​

​

LIABILITIES AND STOCKHOLDERS' EQUITY

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current Liabilities:

​

​

​

​

​

​

​

​

​

​

Accounts payable

​

​

$

122,020

​

$

-

​

$

122,020

Accrued liabilities

​

​

​

235,152

​

​

66,290

(d)

​

301,442

Medical claims payable

​

​

​

119,922

​

​

-

​

​

119,922

Other medical liabilities

​

​

​

123,205

​

​

-

​

​

123,205

Current debt, finance lease and deferred financing obligations

​

​

​

4,308

​

​

-

​

​

4,308

Current portion of liabilities held for sale

​

​

​

496,272

​

​

(496,272)

(b)

​

-

Total Current Liabilities

​

​

​

1,100,879

​

​

(429,982)

​

​

670,897

Long-term debt, finance lease and deferred financing obligations

​

​

​

637,093

​

​

-

​

​

637,093

Deferred income taxes

​

​

​

-

​

​

12,777

(c)

​

12,777

Tax contingencies

​

​

​

11,724

​

​

-

​

​

11,724

Deferred credits and other long-term liabilities

​

​

​

52,172

​

​

5,647

(c)

​

57,819

Total Liabilities

​

​

​

1,801,868

​

​

(411,558)

​

​

1,390,310

​

​

​

​

​

​

​

​

​

​

​

Stockholders’ Equity:

​

​

​

​

​

​

​

​

​

​

Ordinary common stock

​

​

​

553

​

​

-

​

​

553

Additional paid-in capital

​

​

​

1,455,009

​

​

-

​

​

1,455,009

Retained earnings

​

​

​

1,588,196

​

​

254,732

(b)

​

1,842,928

Accumulated other comprehensive income

​

​

​

121

​

​

-

​

​

121

Ordinary common stock in treasury, at cost

​

​

​

(1,464,727)

​

​

-

​

​

(1,464,727)

Total Stockholders’ Equity

​

​

​

1,579,152

​

​

254,732

​

​

1,833,884

Total Liabilities and Stockholders’ Equity

​

​

$

3,381,020

​

$

(156,826)

​

$

3,224,194

​

See notes to pro forma condensed consolidated financial statements.

​


MAGELLAN HEALTH, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
YEAR ENDED DECEMBER 31, 2017
(Unaudited)
(In thousands, except per share amounts)

​

​

​

​

​

​

​

​

​

​

​

​

​

Company

​

Pro Forma

​

Company

​

    

As Reported

    

Adjustments (e)

    

Pro Forma

Net revenue:

​

​

​

​

​

​

​

​

​

Managed care and other

​

$

3,479,182

​

$

(1,104,425)

​

$

2,374,757

PBM

​

​

2,359,401

​

​

115,724

​

​

2,475,125

Total net revenue

​

​

5,838,583

​

​

(988,701)

​

​

4,849,882

​

​

​

​

​

​

​

​

​

​

Costs and expenses:

​

​

​

​

​

​

​

​

​

Cost of care

​

​

2,413,770

​

​

(859,213)

​

​

1,554,557

Cost of goods sold

​

​

2,211,910

​

​

115,238

​

​

2,327,148

Direct service costs and other operating expenses

​

​

941,883

​

​

(166,595)

​

​

775,288

Depreciation and amortization

​

​

115,706

​

​

(6,820)

​

​

108,886

Interest expense

​

​

25,977

​

​

-

​

​

25,977

Interest and other income

​

​

(5,887)

​

​

2,945

​

​

(2,942)

Total costs and expenses

​

​

5,703,359

​

​

(914,445)

​

​

4,788,914

Income (loss) from continuing operations before income taxes

​

​

135,224

​

​

(74,256)

​

​

60,968

Provision (benefit) for income taxes

​

​

25,083

​

​

(5,453)

​

​

19,630

Net income

​

​

110,141

​

​

(68,803)

​

​

41,338

Less: net loss from non-controlling interest

​

​

(66)

​

​

66

​

​

-

Net Income

​

$

110,207

​

$

(68,737)

​

$

41,338

​

​

​

​

​

​

​

​

​

​

Weighted average number of common shares outstanding — basic

​

​

23,333

​

​

​

​

​

​

Weighted average number of common shares outstanding — diluted

​

​

24,440

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss) per common share — basic

​

$

4.72

​

$

(2.95)

​

$

1.77

Net income (loss) per common share — diluted

​

$

4.51

​

$

(2.81)

​

$

1.70

​

​

​

​

​

​


MAGELLAN HEALTH, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
YEAR ENDED DECEMBER 31, 2018
(Unaudited)
(In thousands, except per share amounts)

​

​

​

​

​

​

​

​

​

​

​

​

​

Company

​

Pro Forma

​

Company

​

   

As Reported

   

Adjustments (e)

  

Pro Forma

Net revenue:

​

​

​

​

​

​

​

​

​

Managed care and other

​

$

4,878,442

​

$

(2,527,866)

​

$

2,350,576

PBM

​

​

2,435,709

​

​

171,237

​

​

2,606,946

Total net revenue

​

​

7,314,151

​

​

(2,356,629)

​

​

4,957,522

​

​

​

​

​

​

​

​

​

​

Costs and expenses:

​

​

​

​

​

​

​

​

​

Cost of care

​

​

3,762,412

​

​

(2,207,721)

​

​

1,554,691

Cost of goods sold

​

​

2,283,022

​

​

169,681

​

​

2,452,703

Direct service costs and other operating expenses

​

​

1,071,535

​

​

(297,620)

​

​

773,915

Depreciation and amortization

​

​

132,660

​

​

(20,376)

​

​

112,284

Interest expense

​

​

35,396

​

​

(216)

​

​

35,180

Interest and other income

​

​

(14,068)

​

​

9,184

​

​

(4,884)

Total costs and expenses

​

​

7,270,957

​

​

(2,347,068)

​

​

4,923,889

Income (loss) from continuing operations before income taxes

​

​

43,194

​

​

(9,561)

​

​

33,633

Provision (benefit) for income taxes

​

​

19,013

​

​

(7,556)

​

​

11,457

Net Income

​

$

24,181

​

$

(2,005)

​

$

22,176

​

​

​

​

​

​

​

​

​

​

Weighted average number of common shares outstanding — basic

​

​

24,349

​

​

​

​

​

​

Weighted average number of common shares outstanding — diluted

​

​

25,035

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss) per common share — basic

​

$

0.99

​

$

(0.08)

​

$

0.91

Net income (loss) per common share — diluted

​

$

0.97

​

$

(0.08)

​

$

0.89

​

​

​

​


MAGELLAN HEALTH, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
YEAR ENDED DECEMBER 31, 2019
(Unaudited)
(In thousands, except per share amounts)

​

​

​

​

​

​

​

​

​

​

​

​

​

Company

​

Pro Forma

​

Company

​

  

As Reported

  

Adjustments (e)

  

Pro Forma

Net revenue:

​

​

​

​

​

​

​

​

​

Managed care and other

​

$

5,103,393

​

$

(2,756,458)

​

$

2,346,935

PBM

​

​

2,056,030

​

​

162,648

​

​

2,218,678

Total net revenue

​

​

7,159,423

​

​

(2,593,810)

​

​

4,565,613

​

​

​

​

​

​

​

​

​

​

Costs and expenses:

​

​

​

​

​

​

​

​

​

Cost of care

​

​

3,940,531

​

​

(2,397,007)

​

​

1,543,524

Cost of goods sold

​

​

1,898,871

​

​

160,414

​

​

2,059,285

Direct service costs and other operating expenses

​

​

1,090,731

​

​

(289,064)

​

​

801,667

Depreciation and amortization

​

​

131,509

​

​

(21,142)

​

​

110,367

Interest expense

​

​

36,153

​

​

(285)

​

​

35,868

Interest and other income

​

​

(19,189)

​

​

12,332

​

​

(6,857)

Total costs and expenses

​

​

7,078,606

​

​

(2,534,752)

​

​

4,543,854

Income (loss) from continuing operations before income taxes

​

​

80,817

​

​

(59,058)

​

​

21,759

Provision (benefit) for income taxes

​

​

24,915

​

​

(15,753)

​

​

9,162

Net Income

​

$

55,902

​

$

(43,305)

​

$

12,597

​

​

​

​

​

​

​

​

​

​

Weighted average number of common shares outstanding — basic

​

​

24,243

​

​

​

​

​

​

Weighted average number of common shares outstanding — diluted

​

​

24,563

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss) per common share — basic

​

$

2.30

​

$

(1.79)

​

$

0.51

Net income (loss) per common share — diluted

​

$

2.27

​

$

(1.76)

​

$

0.51

​

​

​

​


MAGELLAN HEALTH, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
NINE MONTHS ENDED SEPTEMBER 30, 2020
(Unaudited)
(In thousands, except per share amounts
)

​

​

​

​

​

​

​

​

​

​

​

​

​

Company

​

Pro Forma

​

Company

​

    

As Reported

   

Adjustments (f)

   

Pro Forma

Net revenue:

​

​

​

​

​

​

​

​

​

Managed care and other

​

$

1,670,567

​

$

-

​

$

1,670,567

PBM

​

​

1,722,004

​

​

-

​

​

1,722,004

Total net revenue

​

​

3,392,571

​

​

-

​

​

3,392,571

​

​

​

​

​

​

​

​

​

​

Costs and expenses:

​

​

​

​

​

​

​

​

​

Cost of care

​

​

1,035,377

​

​

-

​

​

1,035,377

Cost of goods sold

​

​

1,621,577

​

​

-

​

​

1,621,577

Direct service costs and other operating expenses

​

​

620,767

​

​

-

​

​

620,767

Depreciation and amortization

​

​

71,976

​

​

-

​

​

71,976

Interest expense

​

​

24,239

​

​

-

​

​

24,239

Interest and other income

​

​

(2,119)

​

​

-

​

​

(2,119)

Special charges

​

​

24,908

​

​

-

​

​

24,908

Total costs and expenses

​

​

3,396,725

​

​

-

​

​

3,396,725

Income (loss) from continuing operations before income taxes

​

​

(4,154)

​

​

-

​

​

(4,154)

Provision (benefit) for income taxes

​

​

(32,896)

​

​

-

​

​

(32,896)

Net income from continuing operations

​

​

28,742

​

​

-

​

​

28,742

Income from discontinued operations, net of tax

​

​

84,660

​

​

(84,660)

​

​

-

Net Income

​

$

113,402

​

$

(84,660)

​

$

28,742

​

​

​

​

​

​

​

​

​

​

Weighted average number of common shares outstanding — basic

​

​

25,078

​

​

​

​

​

​

Weighted average number of common shares outstanding — diluted

​

​

25,317

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss) per common share — basic

​

​

​

​

​

​

​

​

​

Continuing operations

​

$

1.15

​

$

-

​

$

1.15

Discontinued operations

​

​

3.37

​

​

(3.37)

​

​

-

Consolidated operations

​

$

4.52

​

$

(3.37)

​

$

1.15

Net income (loss) per common share — diluted

​

​

​

​

​

​

​

​

​

Continuing operations

​

$

1.14

​

$

-

​

$

1.14

Discontinued operations

​

​

3.34

​

​

(3.34)

​

​

-

Consolidated operations

​

$

4.48

​

$

(3.34)

​

$

1.14

​

​

​

​


MAGELLAN HEALTH, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION
NINE MONTHS ENDED SEPTEMBER 30, 2020

​

(a) - Adjustment reflects the net cash proceeds from the sale of the Magellan Complete Care ("MCC") reporting unit as if the closing date were September 30, 2020.

​

(b) - Adjustment reflects the assets and liabilities of the MCC reporting unit, which were previously classified as held for sale and impact to the related equity.

​

(c) - Adjustment reflects the tax impact to deferred taxes upon the close of the transaction.

​

(d) - Adjustment reflects liabilities for income taxes payable and other liabilities generated by the transaction.

​

(e) - Adjustments reflect the historical operating results of the MCC reporting unit and the impact of intercompany revenue, cost of goods sold and direct service costs previously eliminated on a consolidated basis.

​

(f) - Adjustment reflects the operating results of the MCC reporting unit reported as discontinued operations.