Annual report pursuant to Section 13 and 15(d)

Noncontolling Interest and Acquisitions

v2.4.0.8
Noncontolling Interest and Acquisitions
12 Months Ended
Dec. 31, 2013
Noncontrolling Interest and Acquisitions Disclosure [Abstract]  
Noncontrolling Interest and Acquisitions
Noncontrolling Interest and Acquisition

Noncontrolling Interest

The Company has consolidated subsidiaries where it maintains less than 100% ownership.  The Company’s ownership interest for each subsidiary as of December 31, are as follows:
 
 
2013
 
2012
 
2011
Casenet
 
100
%
 
100
%
 
81
%
Centurion
 
51
%
 
51
%
 
51
%
Louisiana Healthcare Connections
 
100
%
 
100
%
 
51
%
Home State Health Plan
 
95
%
 
95
%
 
%


Casenet. During 2011, the Company increased its ownership interest in Casenet to 81% and in December 2012, acquired the remaining ownership interest for $4,429. The excess purchase price over the noncontrolling interest was recorded to additional paid in capital, net of the related deferred tax asset. Casenet is recorded in the Specialty Services segment.

Centurion. During 2011, the Company began operations as a 51% joint venture partner with MHM Services Inc. as Centurion. In July 2013, Centurion began operating under a new contract with the Department of Corrections in Massachusetts to provide comprehensive healthcare services to individuals incarcerated in Massachusetts state correctional facilities and in September 2013, began operating under a new contract to provide comprehensive healthcare services to individuals incarcerated in Tennessee state correctional facilities. Centurion is recorded in the Specialty Services segment.

Home State Health Plan. In July 2012, the Company began operations as a 95% joint venture partner, operating under a new contract with the Office of Administration for Missouri to serve Medicaid beneficiaries in the Eastern, Central, and Western Managed Care Regions of the state.

Louisiana Healthcare Connections. In February 2012, the Company began operations under a new contract in Louisiana through a joint venture subsidiary, Louisiana Healthcare Connections. The Company initially owned a 51% interest in the subsidiary and in October 2012, acquired the remaining noncontrolling interest for $10,000. The purchase price in excess of the noncontrolling interest was recorded to additional paid in capital. The operating results of Louisiana are included in the Company's Managed Care segment.

Net income attributable to Centene Corporation and transfers from (to) noncontrolling interest entities are as follows:
 
Year Ended December 31,
 
2013
 
2012
 
2011
Net earnings attributable to Centene Corporation
$
161,218

 
$
88,533

 
$
120,518

Transfers from (to) the noncontrolling interest:
 
 
 
 
 
Decrease in equity for purchase of, distribution to and redemption of noncontrolling interest

 
(12,193
)
 
(289
)
Increase in equity for distributions from and consolidation of noncontrolling interest
8,068

 
1,092

 
813

Net transfers from (to) noncontrolling interest
8,068

 
(11,101
)
 
524

Changes from net earnings attributable to Centene Corporation and net transfers from (to) the noncontrolling interest
$
169,286

 
$
77,432

 
$
121,042



Acquisition

AcariaHealth. In April 2013, the Company acquired 100% of AcariaHealth, a specialty pharmacy company, for $142,495 in total consideration. The transaction consideration was financed through a combination of $75,425 of Centene common stock and $67,070 of cash on hand. The Company also sold 342,640 shares of common stock for $15,225 related to funding the escrow account for the acquisition. The Company's allocation of fair value resulted in goodwill of $92,144 and other identifiable intangible assets of $35,000. The goodwill is not deductible for income tax purposes. The acquisition is recorded in the Specialty Services segment.

Pro forma disclosures related to the acquisitions have been excluded as immaterial.