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 23, 2005


MOLINA HEALTHCARE, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State of incorporation)
1-31719
(Commission File Number)
13-4204626
(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

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:

          |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

          |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

          |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

          |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02. Results of Operations and Financial Condition.

          On February 23, 2005, Molina Healthcare, Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2004. 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.

          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 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 Act of 1934, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits:

Exhibit
No.
Description

99.1 Press release of Molina Healthcare, Inc. issued February 23, 2005, as to financial results for the fourth quarter and year ended December 31, 2004.



SIGNATURE

          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 23, 2005 By: /s/ Mark L. Andrews
———————————————————
Mark L. Andrews
Executive Vice President, General Counsel
  and Corporate Secretary



EXHIBIT INDEX

Exhibit
No.
Description

99.1 Press release of Molina Healthcare, Inc. issued February 23, 2005, as to financial results for the fourth quarter and year ended December 31, 2004.

Molina Healthcare, Inc.

Exhibit 99.1

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 23, 2005) -- Molina Healthcare, Inc. (NYSE: MOH) today announced its financial results for the fourth quarter and year ended December 31, 2004.

Net income for the fourth quarter ended December 31, 2004, was $16.3 million, or $0.58 per diluted share, compared with net income for the quarter ended December 31, 2003, of $11.9 million, or $0.46 per diluted share. Operating activities provided $42.2 million in cash for the quarter ended December 31, 2004.

Net income for the year ended December 31, 2004, was $55.8 million, or $2.04 per diluted share, compared with net income for the year ended December 31, 2003, of $42.5 million, or $1.88 per diluted share. Net income per diluted share for the year ended December 31, 2004, was calculated based upon 27.3 million diluted shares outstanding, as compared with the prior year’s 22.6 million diluted shares outstanding. Operating activities provided $91.0 million in cash for the year ended December 31, 2004.

Commenting on the Company’s progress in 2004, J. Mario Molina, M.D., president and chief executive officer of Molina Healthcare, Inc., said, “By every measure 2004 was a year of accomplishment. We set out to grow the business - and saw premiums grow by nearly 48%. We focused on bottom line earnings improvement - and saw net income grow by 31%. We focused on diversifying our revenue - and saw Washington and Michigan surpass California in revenue during the fourth quarter. We challenged ourselves to achieve accretive and manageable growth through acquisition - and closed three significant transactions. Most importantly, we accomplished these financial goals while providing quality care to our members. At December 31, 2004, four of our five operating HMOs, representing over 93% of our total members, were accredited by the National Committee for Quality Assurance (NCQA). Our ability to meet the NCQA’s standards of care is a tribute to our providers and employees, who work tirelessly on behalf of our members.”

Premium revenue for the fourth quarter of 2004 was $372.8 million, representing an increase of $164.8 million, or 79.2%, over 2003 premium revenue of $208.0 million. Membership growth and higher premium rates contributed $105.6 million and $59.2 million in increased premium revenue, respectively, during the fourth quarter of 2004. Enrollment for the fourth quarter of 2004 was significantly higher when compared with the fourth quarter of 2003 in Michigan and Washington, principally due to acquisitions in those states. The Company’s New Mexico acquisition, which closed on July 1, 2004, also contributed to the increased enrollment when compared with the fourth quarter of 2003.

Medical care costs as a percentage of premium and other operating revenue (the medical care ratio) increased to 84.2% in the fourth quarter of 2004 from 83.0% in the fourth quarter of 2003. Medical care costs increased in absolute terms to $314.9 million in the fourth quarter of 2004 from $172.9 million in the fourth quarter of 2003. Among the factors contributing to the increase in the medical care ratio were:



Increased enrollment of aged, blind and disabled members in Michigan.

The acquired New Mexico HMO, which, in addition to generating revenue that is twice that of Molina’s other HMOs on a per member per month basis, has traditionally experienced a higher medical care ratio than Molina’s other HMOs.

Salary, general and administrative expenses were $31.2 million for the fourth quarter of 2004, representing 8.3% of total revenue, as compared with $14.8 million, or 7.1% of total revenue, for the fourth quarter of 2003. Excluding premium taxes, SG&A expenses decreased to 5.6% of total revenue in the fourth quarter of 2004, as compared with 5.8% in the fourth quarter of 2003.

Financial Results - Comparison of Years Ended December 31, 2004 and 2003

Premium revenue for the year ended December 31, 2004, was $1.167 billion, representing an increase of $377.3 million, or 47.8%, over premium revenue for the year ended December 31, 2003, of $789.5 million. Membership growth and higher premium rates contributed $253.1 million and $124.2 million in increased premium revenue, respectively, during the year ended December 31, 2004.

The medical care ratio increased to 84.1% in the year ended December 31, 2004, from 83.1% in the same period of 2003. Medical care costs increased in absolute terms to $984.7 million in the year ended December 31, 2004, from $657.9 million in the same period of 2003. The increase in the medical care ratio was primarily a result of the factors discussed above.

Salary, general and administrative expenses were $94.2 million for the year ended December 31, 2004, representing 8.0% of total revenue, as compared with $61.5 million, or 7.8% of total revenue, for the year ended December 31, 2003. Excluding premium taxes, SG&A expenses decreased to 5.9% of total revenue for the year ended December 31, 2004, as compared with 6.6% in the same period of 2003.

Acquisition Update

The Company continues the process of obtaining regulatory approvals for two previously announced acquisitions in San Diego, California.

Cash Flow

Operating activities provided $42.2 million in cash for the quarter ended December 31, 2004. Sequentially, the Company’s consolidated days in claims payable increased to 54 days at December 31, 2004, from 50 days at September 30, 2004. Increases in claims payable (particularly in Michigan, where approximately 73,000 members were added on October 1, 2004) contributed $20.9 million to operating cash flow for the quarter.



Net cash provided by operating activities for the year ended December 31, 2004, was $91.0 million, compared with $45.6 million for the year ended December 31, 2003.

At December 31, 2004, the Company had consolidated cash and investments of approximately $316.6 million.

Membership

The following table details the Company’s membership by state at December 31, 2004 and 2003:

  2004
  2003
  %
Increase
(Decrease)

 
Michigan       158,000     82,000     92.7 %
Washington       263,000     183,000     43.7 %
California       253,000     254,000     (0.4 )%
Utah       49,000     45,000     8.9 %
New Mexico       65,000     NA     NA  



Total       788,000     564,000     39.7 %




The following table details member months (defined as the aggregation of each month’s membership for the period) by state for the quarters and years ended December 31, 2004 and 2003:

  Quarter Ended
December 31,

  %
Increase
  Year Ended
December 31,

  %
Increase
 
  2004
  2003
  Decrease)
  2004
  2003
  (Decrease)
 
Michigan       479,000     242,000     97.9 %   1,272,000     585,000     117.0 %
Washington       788,000     546,000     44.3 %   2,851,000     2,142,000     33.1 %
California       747,000     764,000     (2.2 )%   2,989,000     3,063,000     (2.4 )%
Utah       148,000     137,000     8.0 %   576,000     537,000     7.3 %
New Mexico       195,000     NA     NA     391,000     NA     NA  






   Total       2,357,000     1,689,000     39.6 %   8,079,000     6,327,000     27.7 %







Guidance

The Company also confirmed guidance previously given for calendar year 2005, as follows:

Earnings per diluted share   $2.40-$2.45  
Net income (in millions)   $67.0-$69.0  
Premium revenue (in billions)   $1.57-$1.59  
Medical care costs as a percentage of premium
  and other operating revenue   84.2%-84.4%  
Administrative expenses (including premium taxes)  
  as a percentage of total revenue   8.2%-8.4%  



Guidance for 2005 assumes an effective tax rate of 37.5%. The 2005 guidance does not reflect the potential impact of changes in the Company’s methodology for recording stock-based employee compensation expense that will be required by Financial Accounting Standards Board Statement No. 123R, “Share Based Payments,” beginning July 1, 2005. Management expects weighted average dilutive shares outstanding of 28.2 million for the year ending December 31, 2005. Guidance does not include any anticipated results of operations for acquisitions that had not closed at December 31, 2004, nor does it include an estimate of the results of operations for the Indiana and Ohio HMOs.

The Company also notes that it expects results for 2005 to follow the pattern previously experienced by the Company, with medical costs in the first half of the year that are higher than those in the second half of the year. The higher medical costs in the first half of the year will result in earnings that are less than those expected in the second half of the year.

Conference Call

The live broadcast of Molina Healthcare’s conference call will begin at 5:00 p.m. Eastern Time, February 23, 2005. The number to call for this interactive conference call is 212-748-2802. 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 growing, multi-state managed care organization that arranges for the delivery of health care services to persons eligible for Medicaid and for other programs for low-income families and individuals. Molina Healthcare, Inc. currently operates health plans in California, Washington, Michigan, Utah, New Mexico, and Indiana.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This press release contains “forward-looking statements” identified by words such as “will,” “expects,” “believes,” “anticipates,” “plans,” “projects,” “estimates,” “intends,” “assumes,” and similar words and expressions. In addition, any statements that refer to earnings guidance, expectations, projections, or other characterizations of future events or circumstances are forward-looking statements. All of the Company’s forward-looking statements are based on current expectations and assumptions that are subject to numerous known and unknown risks, uncertainties and other factors that could cause actual results to differ materially. Such risk factors include, without limitation: the Company’s ability to accurately predict and effectively manage health benefits and other operating expenses, potential reductions in funding for Medicaid and other government-sponsored health care programs, the successful renewal of the Company’s government contracts, the Company’s ability to accurately estimate incurred but not reported medical costs, the implementation of announced rate increases, the Company’s ability to obtain regulatory approvals for its pending acquisitions or to successfully integrate its completed acquisitions, the Company’s third-party contracts, competition, changes in health care practices or technologies, changes in federal or state laws or regulations or the interpretation thereof, risks associated with the Company’s start-up operations in new states, inflation, disasters or major epidemics, and other risks and uncertainties as detailed in the Company’s reports and filings with the Securities and Exchange Commission and available on its website at www.sec.gov. All forward-looking statements in this release represent the Company’s judgment as of the date of February 23, 2005. The Company disclaims any intent or obligation to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations.



MOLINA HEALTHCARE, INC.
CONSOLIDATED INCOME STATEMENTS
(In thousands, except for per share data and operating statistics)
(Unaudited)

  Three Months Ended
December 31,

  Year Ended
December 31,

 
  2004
  2003
  2004
  2003
 
Revenue:                    
  Premium revenue     $ 372,766   $ 207,987   $ 1,166,870   $ 789,536  
  Other operating revenue       1,236     315     4,168     2,247  




    Total premium and    
     other operating revenue       374,002     208,302     1,171,038     791,783  
  Investment income       1,375     626     4,230     1,761  




   Total operating revenue       375,377     208,928     1,175,268     793,544  
     
Expenses:
  Medical care costs:    
    Medical services       62,505     50,786     222,168     212,111  
    Hospital and    
     specialty services       213,985     99,711     643,074     374,076  
    Pharmacy       38,413     22,363     119,444     71,734  




    Total medical care costs       314,903     172,860     984,686     657,921  
  Salary, general and
    administrative expenses       31,208     14,813     94,150     61,543  
  Depreciation and    
    amortization       2,978     2,044     8,869     6,333  




    Total expenses       349,089     189,717     1,087,705     725,797  




  Operating income       26,288     19,211     87,563     67,747  
     
Other income (expense):
  Interest expense       (256 )   (302 )   (1,049 )   (1,452 )
  Other, net (1)       27     12     1,171     118  




    Total other    
     income (expense)       (229 )   (290 )   122     (1,334 )




  Income before
    income taxes       26,059     18,921     87,685     66,413  
  Provision for    
    income taxes       9,773     7,055     31,912     23,896  




  Net income     $ 16,286   $ 11,866   $ 55,773   $ 42,517  




     
Net income per share:    
  Basic     $ 0.59   $ 0.47   $ 2.07   $ 1.91  




  Diluted     $ 0.58   $ 0.46   $ 2.04   $ 1.88  




     
Weighted average number
  of common shares and
  potentially dilutive
  common shares
  outstanding       27,897,000     25,719,000     27,342,000     22,629,000  




     
Operating Statistics:    
  Medical care ratio (2)       84.2 %   83.0 %   84.1 %   83.1 %
  Salary, general and    
    administrative expense    
    ratio (3), excluding    
    premium taxes       5.6 %   5.8 %   5.9 %   6.6 %
  Premium taxes included
    in salary, general and
    administrative expenses       2.7 %   1.3 %   2.1 %   1.2 %




  Total salary, general    
    and administrative    
    expense ratio       8.3 %   7.1 %   8.0 %   7.8 %




     
  Members (4)       788,000     564,000              
  Days in claims payable       54     59              

(1) For the year ended December 31, 2004, includes $1.161 million in income arising from the termination in the first quarter of 2003 of a split dollar life insurance arrangement between the Company and a related party.

(2) Medical care ratio represents medical care costs as a percentage of premium and other operating revenue.

(3) Salary, general and administrative expense ratio represents such expenses as a percentage of total operating revenue.

(4) Number of members at end of period.



MOLINA HEALTHCARE, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)

  Dec. 31,
2004

  Dec. 31,
2003

 
  (Unaudited)    
ASSETS  
     
Current assets:            
  Cash and cash equivalents     $ 228,071   $ 141,850  
  Investments       88,530     98,822  
  Receivables       65,430     53,689  
  Deferred income taxes       3,981     2,442  
  Prepaid and other current assets       8,306     5,254  


    Total current assets       394,318     302,057  
Property and equipment, net       25,826     18,380  
Intangible assets, net       36,749     8,443  
Goodwill       61,978     3,841  
Restricted investments       10,847     2,000  
Deferred income taxes           1,996  
Advances to related parties and other assets       4,141     7,868  


    Total assets     $ 533,859   $ 344,585  


     
LIABILITIES AND STOCKHOLDERS’ EQUITY  
     
Current liabilities:
  Medical claims and benefits payable     $ 160,210   $ 105,540  
  Accounts payable and accrued liabilities       22,966     11,419  
  Net liability for commercial membership sale       1,676      
  Income taxes payable       7,110     2,882  
  Current maturities of long-term debt       171      


    Total current liabilities       192,133     119,841  
Long-term debt, less current maturities       1,723      
Deferred income taxes       5,315      
Other long-term liabilities       4,066     3,422  


    Total liabilities       203,237     123,263  
Stockholders’ equity:
  Common stock, $0.001 par value; 80,000,000
    shares authorized; issued and outstanding:
    27,602,443 shares at December 31, 2004
    and 25,373,785 shares at December 31, 2003       28     25  
  Preferred stock, $0.001 par value; 20,000,000
    shares authorized, no shares issued
    and outstanding            
  Additional paid-in capital       157,666     103,854  
  Accumulated other comprehensive income (loss)       (234 )   54  
  Retained earnings       193,552     137,779  
  Treasury stock (1,201,174 shares, at cost)       (20,390 )   (20,390 )


    Total stockholders’ equity       330,622     221,322  


    Total liabilities and stockholders’ equity     $ 533,859   $ 344,585  





MOLINA HEALTHCARE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

  Year Ended
December 31,

 
  2004
  2003
 
Operating activities:            
Net income     $ 55,773   $ 42,517  
Adjustments to reconcile net income to    
  net cash provided by operating activities:    
    Depreciation and amortization       8,869     6,333  
    Amortization of capitalized    
      credit facility fees       628     525  
    Deferred income taxes       2,175     (101 )
    Tax benefit from exercise of employee    
      stock options recorded as additional    
      paid-in capital       3,854     222  
    Stock-based compensation       179     1,236  
Changes in operating assets and liabilities,    
  net of assets acquired and liabilities    
  assumed in purchase transactions:    
    Receivables       (3,641 )   (24,098 )
    Prepaid and other current assets       (2,049 )   1,057  
    Medical claims and benefits payable       23,121     14,729  
    Deferred revenue       (687 )    
    Accounts payable and accrued liabilities       5,196     (655 )
    Income taxes payable (receivable)       (2,369 )   3,786  


Net cash provided by operating activities       91,049     45,551  
Investing activities:    
Purchases of equipment       (10,765 )   (8,352 )
Purchases of investments       (440,208 )   (196,762 )
Sales and maturities of investments       450,039     98,027  
Increase in restricted cash       (1,062 )    
Other long-term liabilities       644     1,137  
Advances to related parties and other assets       3,099     (3,727 )
Cash paid in purchase transactions,
  net of cash acquired and received
  in divestiture transactions       (51,766 )   (8,934 )


Net cash used in investing activities       (50,019 )   (118,611 )
Financing activities:
Issuance of common stock       47,282     119,583  
Payment of credit facility fees           (1,887 )
Borrowing under credit facility           8,500  
Repayments of debt acquired in acquisition       (5,819 )    
Repayments of amounts borrowed    
  under credit facility           (8,500 )
Issuance (repayment) of mortgage note       1,302     (3,350 )
Principal payments on capital    
  lease obligations       (74 )    
Purchase and retirement of common stock           (19,610 )
Proceeds from exercise of stock options    
  and employee stock purchases       2,500     1,264  
Purchase of treasury stock           (20,390 )


Net cash provided by financing activities       45,191     75,610  


Net increase in cash and cash equivalents       86,221     2,550  
Cash and cash equivalents    
  at beginning of period       141,850     139,300  


Cash and cash equivalents at end of period     $ 228,071   $ 141,850  





MOLINA HEALTHCARE, INC.
CHANGE IN MEDICAL CLAIMS AND BENEFITS PAYABLE
(Dollars in thousands)
(Unaudited)

The following table shows the components of the change in medical claims and benefits payable for the years ending December 31, 2004 and 2003:

  Year Ended
December 31,

 
  2004
  2003
 
Balances at beginning of period     $ 105,540   $ 90,811  
     
Components of medical care costs related to:    
  Current year       990,007     672,881  
  Prior years       (5,321 )   (14,960 )


Total medical care costs       984,686     657,921  
Payments for medical care costs related to:    
  Current year       839,663     572,845  
  Prior years       90,353     70,347  


Total paid       930,016     643,192  


Balances at end of period     $ 160,210   $ 105,540  


-END-