Form 8-K for Molina Healthcare, Inc.

 

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): February 11, 2004

 

MOLINA HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)

 

Delaware


  

1-31719


  

13-4204626


(State of incorporation)

   (Commission File Number)    (I.R.S. Employer Identification Number)

 

One Golden Shore Drive, Long Beach, California 90802

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (562) 435-3666

 



Item 7. Financial Statements and Exhibits.

 

(c) Exhibits.

 

Exhibit
No.


  

Description


99.1    Press release of Molina Healthcare, Inc. issued February 11, 2004 as to financial results for the quarter and year ended December 31, 2003.

 

Item 12. Disclosure of Results of Operations and Financial Condition.

 

On February 11, 2004, we issued a press release announcing our financial results for the quarter and year ended December 31, 2003. The full text of the press release is included as Exhibit 99.1 to this report. The information contained in the websites cited in the press release is not part of this report.

 

On February 11, 2004 we also held a conference call to report on our financial results for the quarter and year ended December 31, 2003. On that call we also provided the guidance set forth below for calendar year 2004.

 

We expect net income for the first quarter of 2004 will be in the range of $10.1 million to $10.4 million, with earnings per diluted share in the range of $0.39 to $0.40. For the full year, we expect net income to be in the range of $47.5 million to $50.2 million, with earnings per diluted share in the range of $1.83 to $ 1.93. These estimates assume an effective tax rate of 37.5%, which does not take into account any favorable state tax credits we might receive from prior periods during 2004. Additionally, the estimates do not take into account the favorable one-time effect of $1.1 million (pretax) on earnings that will likely arise from the anticipated termination of a split dollar life insurance arrangement between us and a related party. All estimates assume an average of 26.0 million diluted shares outstanding in 2004.

 

We expect premium revenue for the year ended December 31, 2004 to be in the range of $922.7 million to $943.5 million. We reconfirmed our guidance issued November 6, 2003 that we expect enrollment growth for the year ended December 31, 2004 to be between 6 and 9 percent, excluding acquisitions. We anticipate our medical care ratio to be within the range of 83.0 to 83.2 percent of premium and other operating revenue for the year ended December 31, 2004. We also reconfirmed our guidance issued November 6, 2003 that our administrative costs for the year ended December 31,

 

2


2004 will be between 8.0 and 8.3 percent of total revenue.

 

The information in this Form 8-K and the exhibit attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

 

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.

 

MOLINA HEALTHCARE, INC.

 

 

Date: February 12, 2004

By: /s/ Mark L. Andrews

 

Mark L. Andrews

 

Executive Vice President, Legal

 

Affairs, General Counsel and

 

Corporate Secretary

Press release of Molina Healthcare, Inc.

Exhibit 99.1

 

LOGO

News Release

 

Contact:

 

J. Mario Molina, M.D.

President and Chief Executive Officer

562-435-3666

 

MOLINA HEALTHCARE REPORTS

FOURTH QUARTER AND YEAR-END RESULTS

 

Long Beach, California (February 11, 2004) — Molina Healthcare, Inc. (NYSE: MOH), a multi-state managed care organization providing quality care and accessible services to low-income families and individuals, today announced results for the fourth quarter and year ended December 31, 2003.

 

Net income for the quarter and year ended December 31, 2003, respectively, was $11.9 million ($0.46 per diluted share) and $42.5 million ($1.88 per diluted share). Net income for the quarter and year ended December 31, 2002, respectively, was $4.9 million ($0.24 per diluted share) and $30.5 million ($1.48 per diluted share). Results for the quarter and year ended December 31, 2002, included a charge for stock option settlements of $7.8 million, which reduced after-tax net income by approximately $4.9 million.

 

Net cash provided by operating activities was $45.6 million for the year ended December 31, 2003.

 

The Company’s Michigan HMO added approximately 32,000 members on October 1, 2003, and 9,400 members on August 1, 2003, as a result of acquiring additional Medicaid contracts from other health plans.

 

The fourth quarter of 2003 also saw a continued decline in the Company’s reliance upon its California subsidiary. Premium revenue earned by that HMO was less than one third of total premium revenue earned in the quarter.

 

J. Mario Molina, M.D., president and chief executive officer of Molina Healthcare, stated “During 2003, we have demonstrated that our focus on quality care and appropriate access to care leads to strong financial performance that adds value for investors. Continued quality care to our members, savings to government and solid financial results demonstrate that we continue to excel at meeting the needs of our constituents.”

 

 

Financial Results – Comparison of Quarters Ended December 31, 2003 and 2002

 

Net income for the fourth quarter of 2003 was $11.9 million ($0.46 per diluted share) as compared with net income in the prior-year quarter of $4.9 million ($0.24 per diluted share). Charges for certain stock option settlements reduced fourth quarter 2002 net income by approximately $4.9 million ($0.24 per diluted share).

 

Diluted earnings per share for the fourth quarter of 2003 were calculated based upon diluted shares outstanding of 25.7 million, which was an increase of approximately 5.2 million diluted shares over the prior year’s 20.5 million diluted shares. The increase in diluted shares was principally the result of the Company’s issuance of 7.59 million shares in its July 2003 initial public offering of common stock, partially offset by the Company’s repurchase of approximately 2.32 million shares.

 

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One Golden Shore Drive, Long Beach, CA 90802

562-435-3666 (p); 562-437-1335 (f)

www.molinahealthcare.com


MOH Announces Fourth Quarter and Year-End Results

Page 2

February 11, 2004

 

Premium revenues for the fourth quarter of 2003 were $208.0 million, representing an increase of $34.4 million (19.8%) over 2002 premium revenue of $173.6 million. Membership growth contributed $27.8 million to the increase in premium revenue, representing an increase of 16.0% over 2002 premium revenue. Member months (defined as the aggregation of each month’s membership for the period) for the fourth quarter of 2003 were 15.4% higher than in the fourth quarter of 2002.

 

Increases in premium rates and proportionally greater increases in membership in those states with higher premium rates contributed approximately $6.6 million of additional premium revenue in the fourth quarter of 2003, representing an increase of 3.8% over 2002 premium revenue. For the fourth quarter of 2003, 45.2% of the Company’s membership (generating 32.5% of premium revenue) was in California, where premiums on a per member per month basis are substantially less than in Washington, Michigan and Utah. For the fourth quarter of 2002, California membership comprised 51.8% of total enrollment while generating 38.7% of premium revenue.

 

Medical care costs were $172.9 million for the fourth quarter of 2003, representing 83.0% of premium and other operating revenue, as compared to $143.4 million (82.0% of premium and other operating revenue) for the fourth quarter of 2002. The increase in the medical care ratio was due to increases in specialty physician, inpatient and pharmacy expenses.

 

Marketing, general and administrative expenses were $14.8 million for the fourth quarter of 2003, representing 7.1% of operating revenue, as compared to $15.6 million (after excluding $7.8 million in stock option settlement expenses), or 8.9% of total operating revenue, for the fourth quarter of 2002. MG&A expense decreased as a percentage of operating revenue due to the Company’s ability to integrate increased membership into its existing administrative infrastructure.

 

Financial Results – Comparison of Years Ended December 31, 2003 and 2002

 

Net income was $42.5 million ($1.88 per diluted share) for the year ended December 31, 2003, as compared with $30.5 million ($1.48 per diluted share) for the year ended December 31, 2002. After adjusting for the $4.9 million after tax impact of the previously discussed stock option settlement charge, net income increased by approximately $7.1 million, or 20.1%.

 

Premium revenues for the year ended December 31, 2003, were $789.5 million, representing an increase of $150.2 million (23.5%) over 2002 premium revenue of $639.3 million. Membership growth contributed $109.5 million to the increase in revenue, representing an increase of 17.1% over 2002 premium revenue.

 

Year-over-year enrollment increased 15.3% to 564,000 members at December 31, 2003, from 489,000 members at the same date in 2002. Member months for all of 2003 were 16.1% higher than in 2002. Membership growth was most pronounced at the Company’s Michigan HMO, which saw year-over-year enrollment increase to 82,000 from 33,000. The Michigan HMO added 32,000 and 9,400 members in the fourth and third quarters of 2003, respectively, as a result of the acquisition of Medicaid contracts from other health plans.

 

Increases in premium rates and proportionally greater increases in membership in those states with higher premium rates contributed approximately $40.7 million of additional premium revenue for the year ended December 31, 2003, representing an increase of 6.4% over 2002 premium revenue.

 

Medical care costs for the year ended December 31, 2003, were $657.9 million, representing 83.1% of premium and other operating revenue, as compared with $530.0 million (82.5% of premium and other operating revenue) for 2002. The increase in the medical care ratio was due to increases in

 

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MOH Announces Fourth Quarter and Year-End Results

Page 3

February 11, 2004

 

specialty physician, inpatient and pharmacy expenses, partially offset by reduced capitation costs. Additionally, medical margins in 2003 were reduced by changes in the state of Washington’s method of compensating the Company for certain healthcare costs reimbursed by the Supplemental Security Income program.

 

MG&A expenses for the year ended December 31, 2003, were $61.5 million as compared with $53.4 million (after excluding $7.8 million in stock option settlement expenses) for the year ended December 31, 2002. The increase was primarily due to an increase in premium tax expense of $4.2 million in 2003. MG&A expenses as a percentage of total operating revenue were 7.8% for the year ended December 31, 2003, as compared with 8.3% (adjusted for the stock option settlement charge) for 2002.

 

Income Taxes

 

Income tax expense for the year ended December 31, 2003, was reduced by approximately $1.0 million ($0.04 per diluted share) due to California Economic Development Credits realized in 2003 related to prior periods that the Company is recovering through amended state tax returns. The Company continues to validate prior year credits and expects to recognize additional tax benefits in 2004 as claims are filed.

 

Cash Flow

 

Net cash provided by operating activities for the year ended December 31, 2003, was $45.6 million, compared with $45.7 million for the year ended December 31, 2002.

 

Net cash provided by operating activities was adversely affected by an increase of $24.1 in accounts receivable between December 31, 2002 and December 31, 2003. Of this increase, approximately $13.8 million was due from the state of Utah. Effective July 1, 2002, the Company entered into an agreement with the state of Utah calling for reimbursement of medical costs incurred in serving the Company’s members plus 9% of medical costs as an administrative fee. Additional revenue may ultimately be recognized under this contract if certain cost savings (as defined in the contract) are realized. The Company bills the state of Utah monthly for actual paid healthcare claims plus the 9% administrative fee. The Company’s receivable balance from the state also includes amounts estimated for incurred but not reported claims, which, along with the related administrative fees, are not billable to the state until such claims are actually paid. This portion of the receivable balance has been declining since June 2003, when a total of $40.1 million was due from the state. Accounts receivable from the state of California were $10.6 million higher at December 31, 2003 than at December 31, 2002. Substantially all amounts due from California at December 31, 2003, were collected in January of 2004. The effect upon net cash provided by operating activities of the increase in accounts receivable was partially offset by an increase of $14.7 million in medical claims and benefits payable.

 

At December 31, 2003, the Company had cash and short-term investments of approximately $240.7 million.

 

Membership

 

The following table details the Company’s year-end membership by state at December 31, 2003 and 2002:

 

     2003

   2002

   % Increase

 

Michigan

   82,000    33,000    148.5 %

Washington

   183,000    161,000    13.7 %

California

   254,000    253,000    0.4 %

Utah

   45,000    42,000    7.1 %
    
  
  

Total

   564,000    489,000    15.3 %
    
  
  

 

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MOH Announces Fourth Quarter and Year-End Results

Page 4

February 11, 2004

 

The following table details member months reported by state for the quarter and year ended December 31, 2003 and 2002:

 

    

Quarter Ended

December 31,


  

Year Ended

December 31,


     2003

   2002

   2003

   2002

Michigan

   241,851    100,987    584,727    352,354

Washington

   545,974    481,421    2,142,226    1,802,138

California

   764,140    757,713    3,063,036    2,953,417

Utah

   137,394    123,588    536,675    340,774
    
  
  
  

Total

   1,689,359    1,463,709    6,326,664    5,448,683
    
  
  
  

 

Guidance

 

The Company expects net income for the first quarter of 2004 will be in the range of $10.1 million to $10.4 million, with earnings per diluted share in the range of $0.39 to $0.40. For the full year, net income will be in the range of $47.5 million to $50.2 million, with earnings per diluted share in the range of $1.83 to $ 1.93. These estimates assume an effective tax rate of 37.5%, which does not take into account any favorable state tax credits the Company might receive from prior periods during 2004. Additionally, the estimates do not take into account the favorable one-time effect of $1.1 million (pretax) on earnings that will likely arise from the termination of a split dollar life insurance arrangement between the Company and a related party. All estimates assume an average of 26.0 million diluted shares outstanding in 2004.

 

Conference Call

 

The live broadcast of Molina Healthcare’s conference call will begin at 5:30 p.m. Eastern Time today, February 11, 2004. A 30-day online replay will be available beginning approximately one hour following the conclusion of the live broadcast. A link to these events can be found on the Company’s website at www.molinahealthcare.com or at www.fulldisclosure.com.

 

Molina Healthcare, Inc. is a rapidly growing, multi-state managed care organization that arranges for the delivery of healthcare services to persons eligible for Medicaid and other programs for low-income families and individuals. The Company currently operates health plans in California, Washington, Michigan and Utah.

 

The Company, from time to time, may discuss forward-looking information. Except for the historical information contained in this release, all forward-looking statements are predictions by the Company’s management and are subject to various risks and uncertainties that may cause results to differ from management’s current expectations. Such factors include the Company’s third-party contracts, the Company’s ability to accurately predict and effectively manage health benefits and other operating expenses, competition, changes in healthcare practices, changes in federal or state laws or regulations or the interpretation thereof, reduction in provider payments by governmental payors, disasters, numerous other factors affecting the delivery and cost of healthcare and other risks as detailed from time to time in the Company’s registration statement and reports and filings with the Securities and Exchange Commission. All forward-looking statements, if any, in this release represent the Company’s judgment as of the date of this release. The Company disclaims, however, any intent or obligation to update forward-looking statements.

 

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MOH Announces Fourth Quarter and Year-End Results

Page 5

February 11, 2004

 

MOLINA HEALTHCARE, INC.

CONSOLIDATED INCOME STATEMENTS

(Dollars in thousands, except for per share data)

 

    

Three Months Ended

December 31,


   

Year Ended

December 31,


 
     2003

    2002

    2003

    2002

 
     (Unaudited)     (Unaudited)     (Unaudited)        

Revenue:

                                

Premium revenue

   $ 207,987     $ 173,579     $ 789,536     $ 639,295  

Other operating revenue

     315       1,400       2,247       2,884  

Investment income

     626       652       1,761       1,982  
    


 


 


 


Total operating revenue

     208,928       175,631       793,544       644,161  

Expenses:

                                

Medical care costs:

                                

Medical services

     50,786       47,092       212,111       177,584  

Hospital and specialty services

     99,711       81,452       374,076       296,347  

Pharmacy

     22,363       14,902       71,734       56,087  
    


 


 


 


Total medical care costs

     172,860       143,446       657,921       530,018  

Marketing, general and administrative expenses

     14,813       23,383       61,543       61,227  

Depreciation and amortization

     2,044       1,443       6,333       4,112  
    


 


 


 


Total expenses

     189,717       168,272       725,797       595,357  
    


 


 


 


Operating income

     19,211       7,359       67,747       48,804  

Other income (expense):

                                

Interest expense

     (302 )     (225 )     (1,452 )     (438 )

Other, net

     12       89       118       33  
    


 


 


 


Total other expense

     (290 )     (136 )     (1,334 )     (405 )
    


 


 


 


Income before income taxes

     18,921       7,223       66,413       48,399  

Provision for income taxes

     7,055       2,315       23,896       17,891  
    


 


 


 


Net income

   $ 11,866     $ 4,908     $ 42,517     $ 30,508  
    


 


 


 


Net income per share:

                                

Basic

   $ 0.47     $ 0.25     $ 1.91     $ 1.53  
    


 


 


 


Diluted

   $ 0.46     $ 0.24     $ 1.88     $ 1.48  
    


 


 


 


Weighted average number of common shares and potential dilutive common shares outstanding

     25,719,000       20,510,000       22,629,000       20,609,000  
    


 


 


 


Operating Statistics:

                                

Medical care ratio (1)

     83.0 %     82.0 %     83.1 %     82.5 %

Marketing, general and administrative expense ratio (2)

     7.1 %     8.9 %     7.8 %     8.3 %

Members (3)

     564,000       489,000                  

Days in claims payable

     58.6       62.5                  

(1) Medical care ratio represents medical care costs as a percentage of premium and other operating revenue.
(2) Marketing, general and administrative expense ratio represents such expenses as a percentage of total operating revenue. For purposes of calculating this ratio for the three months and year ended December 31, 2002, marketing general and administrative expenses have been reduced by $7.796 million to adjust for the effect of a charge for stock option settlements in November 2002.
(3) Number of members at end of period.

 

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MOH Announces Fourth Quarter and Year-End Results

Page 6

February 11, 2004

 

MOLINA HEALTHCARE, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

     Dec. 31,
2003


    Dec. 31,
2002


     (Unaudited)      
ASSETS               

Current assets:

              

Cash and cash equivalents

   $ 141,850     $ 139,300

Investments

     98,822       —  

Receivables

     53,689       29,591

Income taxes receivable

     —         904

Deferred income taxes

     2,442       2,083

Prepaid and other current assets

     5,254       5,682
    


 

Total current assets

     302,057       177,560

Property and equipment, net

     18,380       13,660

Goodwill and intangible assets, net

     12,284       6,051

Restricted investments

     2,000       2,000

Deferred income taxes

     1,996       2,287

Advances to related parties and other assets

     7,868       3,408
    


 

Total assets

   $ 344,585     $ 204,966
    


 

LIABILITIES AND STOCKHOLDERS’ EQUITY               

Current liabilities:

              

Medical claims and benefits payable

   $ 105,540     $ 90,811

Accounts payable and accrued liabilities

     11,419       12,074

Income taxes payable

     2,882       —  

Current maturities of long-term debt

     —         55
    


 

Total current liabilities

     119,841       102,940

Long-term debt, less current maturities

     —         3,295

Other long-term liabilities

     3,422       3,464
    


 

Total liabilities

     123,263       109,699

Commitments and contingencies

     —         —  

Stockholders’ equity:

              

Common stock, $0.001 par value; 80,000,000 shares authorized; issued and outstanding: 25,373,785 shares at December 31, 2003, and 20,000,000 shares at December 31, 2002

     25       5

Preferred stock, $0.001 par value; 20,000,000 shares authorized, no shares issued and outstanding

     —         —  

Additional paid-in capital

     103,854       —  

Accumulated other comprehensive income

     54       —  

Retained earnings

     137,779       95,262

Treasury stock (1,201,174 shares, at cost)

     (20,390 )     —  
    


 

Total stockholders’ equity

     221,322       95,267
    


 

Total liabilities and stockholders’ equity

   $ 344,585     $ 204,966
    


 


MOH Announces Fourth Quarter and Year-End Results

Page 7

February 11, 2004

 

MOLINA HEALTHCARE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

 

    

Year Ended

December 31,


 
     2003

    2002

 
     (Unaudited)        

Operating activities

                

Net income

   $ 42,517     $ 30,508  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Depreciation and amortization

     6,333       4,112  

Amortization of capitalized credit facility fees

     525       —    

Deferred income taxes

     (101 )     (1,332 )

Stock-based compensation

     1,236       860  

Loss on disposal of property and equipment

     —         38  

Changes in operating assets and liabilities:

                

Receivables

     (24,098 )     (8,513 )

Prepaid and other current assets

     1,057       (2,838 )

Medical claims and benefits payable

     14,729       26,711  

Accounts payable and accrued liabilities

     (655 )     1,171  

Income taxes payable and receivable

     4,008       (4,991 )
    


 


Net cash provided by operating activities

     45,551       45,726  

Investing activities

                

Purchase of equipment

     (8,352 )     (6,206 )

Purchases of investments

     (196,762 )     —    

Dispositions and maturities of investments

     98,027       —    

Other long-term liabilities

     1,137       234  

Net cash paid in purchase transactions

     (8,934 )     (3,250 )

Advances to related parties and other assets

     (3,727 )     97  
    


 


Net cash used in investing activities

     (118,611 )     (9,125 )

Financing activities

                

Issuance of common stock

     119,583       —    

Payment of credit facility fees

     (1,887 )     —    

Repayment of mortgage note

     (3,350 )     —    

Borrowings under credit facility

     8,500       —    

Repayments under credit facility

     (8,500 )     —    

Principal payments on notes payable

     —         (51 )

Purchase and retirement of common stock

     (19,610 )     —    

Proceeds from exercise of stock options

     72       —    

Proceeds from employee stock purchases

     1,192       —    

Purchase of treasury stock

     (20,390 )     —    
    


 


Net cash provided by (used for) financing activities

     75,610       (51 )
    


 


Net increase in cash and cash equivalents

     2,550       36,550  

Cash and cash equivalents at beginning of period

     139,300       102,750  
    


 


Cash and cash equivalents at end of period

   $ 141,850     $ 139,300  
    


 


 

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MOH Announces Fourth Quarter and Year-End Results

Page 8

February 11, 2004

 

MOLINA HEALTHCARE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

 

    

Year Ended

December 31,


     2003

    2002

     (Unaudited)      

Supplemental cash flow information

              

Cash paid during the period for:

              

Income taxes

   $ 22,967     $ 24,215
    


 

Interest

   $ 631     $ 352
    


 

Schedule of non-cash investing and financing activities:

              

Reclassification of accrued stock compensation expense to additional paid-in capital

   $ 2,415     $ —  
    


 

Tax benefit from stock option exercises recorded as additional paid-in capital

   $ 222     $ —  
    


 

Change in unrealized gain on investments

   $ 87     $ —  

Deferred income taxes

     (33 )     —  
    


 

Net unrealized gain on investments

   $ 54     $ —  
    


 

Fair value of assets acquired in purchase transactions

   $ 8,934     $ 3,250
    


 

 

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MOH Announces Fourth Quarter and Year-End Results

Page 9

February 11, 2004

 

MOLINA HEALTHCARE, INC.

CHANGE IN MEDICAL CLAIMS AND BENEFITS PAYABLE

(Dollars in thousands)

 

The following table shows the components of the change in medical claims and benefits payable for the years ending December 31, 2003 and 2002:

 

     Year Ended December 31,

 
     2003

    2002

 
     (Unaudited)        

Balances at beginning of period

   $ 90,811     $ 64,100  

Components of medical care costs related to:

                

Current year

     672,881       534,349  

Prior years

     (14,960 )     (4,331 )
    


 


Total medical care costs

     657,921       530,018  

Payments for medical care costs related to:

                

Current year

     572,845       452,712  

Prior years

     70,347       50,595  
    


 


Total paid

     643,192       503,307  
    


 


Balances at end of period

   $ 105,540     $ 90,811  
    


 


 

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