Form 8-K



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): November 3, 2004


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 November 3, 2004, Molina Healthcare, Inc. issued a press release announcing its financial results for the third quarter and nine months ended September 30, 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 November 3, 2004, as to financial results for the third quarter and nine months ended September 30, 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.




Date: November 3, 2004
MOLINA HEALTHCARE, INC.


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



EXHIBIT INDEX

Exhibit
No.
Description

99.1 Press release of Molina Healthcare, Inc. issued November 3, 2004, as to financial results for the third quarter and nine months ended September 30, 2004.


EX-99.1

Exhibit 99.1

Contact: J. Mario Molina, M.D.
President and Chief Executive Officer
562-435-3666

MOLINA HEALTHCARE REPORTS
THIRD QUARTER RESULTS

Long Beach, California (November 3, 2004) — Molina Healthcare, Inc. (NYSE: MOH) today announced results for the third quarter and nine months ended September 30, 2004.

Net income for the third quarter ended September 30, 2004, was $16.4 million, or $0.59 per diluted share, compared with net income for the quarter ended September 30, 2003, of $11.7 million, or $0.46 per diluted share. Net income for the quarter ended September 30, 2004, includes a previously disclosed out-of-year tax benefit of a net $0.02 per diluted share. Net income per diluted share for the third quarter of 2004 was calculated based upon diluted shares outstanding of 27.8 million, as compared with the prior year’s 25.7 million diluted shares outstanding. The increase in diluted shares was principally the result of the Company’s equity offering in March 2004. Operating activities provided $24.8 million in cash for the quarter ended September 30, 2004.

Net income for the nine months ended September 30, 2004, was $39.5 million, or $1.45 per diluted share, compared with net income for the nine months ended September 30, 2003, of $30.7 million, or $1.42 per diluted share. Net income per diluted share for the nine months ended September 30, 2004, was calculated based upon diluted shares outstanding of 27.2 million, as compared with the prior year’s 21.6 million diluted shares outstanding. The increase in diluted shares outstanding between the nine month comparative periods was principally the result of the Company’s equity offerings in July 2003 and March 2004. Operating activities provided $48.8 million in cash for the nine months ended September 30, 2004.

Commenting on third quarter results, J. Mario Molina, M.D., president and chief executive officer of Molina Healthcare, stated, “Our third quarter results demonstrate our success at integrating our recent Washington and New Mexico acquisitions. The membership acquired by our Washington HMO has been fully integrated, while the integration of the New Mexico acquisition continues according to schedule.”

Financial Results — Comparison of Quarters Ended September 30, 2004 and 2003

Premium revenue for the third quarter of 2004 were $328.8 million, representing an increase of $132.1 million (67.2%) over 2003 premium revenue of $196.7 million.

Membership growth and higher premium rates contributed $89.2 million and $42.9 million in increased premium revenue, respectively, during the third quarter of 2004. Effective June 1, 2004, the Company’s Washington HMO added approximately 56,000 members as a result of its acquisition of the Healthy Options (Medicaid) and Basic Health Plan contracts of Premera Blue Cross. Effective July 1, 2004, the Company closed on its purchase of the parent company of Cimarron Health Plan, Inc. of New Mexico, adding 66,000 members.



Medical care costs as a percentage of premium and other operating revenue (the medical care ratio) increased to 83.9% in the third quarter of 2004 from 82.1% in the third quarter of 2003. Medical care costs increased in absolute terms to $276.5 million in the third quarter of 2004 from $161.7 million in the third quarter of 2003.

The increase in the medical care ratio was primarily a result of higher specialty and pharmacy costs in Michigan and the acquisition in New Mexico, which, as expected, has increased the Company’s consolidated medical care ratio. Effective October 1, 2004, the Company’s Michigan HMO received a blended premium rate increase of between 10% and 13% applicable to all of its membership, including that to be transitioned from the Wellness Plan. This premium rate increase is expected to reduce the medical care ratio of the Michigan HMO.

Salary, general and administrative expenses were $26.6 million for the third quarter of 2004, representing 8.1% of operating revenue, as compared with $16.6 million, or 8.4% of total operating revenue, for the third quarter of 2003. Excluding premium taxes, SG&A expenses decreased to 5.9% of operating revenue in the third quarter of 2004, as compared with 7.0% in the third quarter of 2003.

Financial Results — Comparison of Nine Months Ended September 30, 2004 and 2003

Premium revenue for the nine months ended September 30, 2004, were $794.1 million, representing an increase of $212.6 million (36.6%) over premium revenue for the nine months ended September 30, 2003, of $581.5 million.

Membership growth and higher premium rates contributed $150.6 million and $62.0 million in increased premium revenue, respectively, during the nine months ended September 30, 2004. As noted above, the Company added substantial membership in Washington and New Mexico on June 1 and July 1, respectively.

The medical care ratio increased to 84.0% in the nine months ended September 30, 2004, from 83.1% in the same nine-month period of 2003. Medical care costs increased in absolute terms to $669.8 million in the nine months ended September 30, 2004, from $485.1 million in the same period of 2003. The increase in the medical care ratio was primarily a result of higher specialty and pharmacy costs in Michigan.

Salary, general and administrative expenses were $62.9 million for the nine months ended September 30, 2004, representing 7.9% of operating revenue, as compared with $46.7 million, or 8.0% of total operating revenue, for the nine months ended September 30, 2003. Excluding premium taxes, SG&A expenses decreased to 6.1% of operating revenue for the nine months ended September 30, 2004, as compared with 6.9% in the same nine-month period of 2003. Income Taxes

Income tax expense for the quarter ended September 30, 2004 was reduced by approximately $930,000 due to California Economic Development Credits realized in 2004 that were related to prior periods. The Company is recovering these credits through amended state tax returns. Net of consulting fees paid in connection with this matter of $430,000 (or $268,750 after tax), the after tax benefit to the Company of the prior year tax credits was approximately $0.02 per diluted share for the quarter ended September 30, 2004. The net after tax benefit to the Company of out of period tax credits during the third quarter of 2003 was approximately $0.03 per diluted share.



Acquisition Update

Effective October 1, 2004, the Company transitioned approximately 73,000 members from the Wellness Plan of Michigan into its Michigan HMO. The addition of these members increased membership of Molina Healthcare of Michigan to approximately 161,000 as of October 1, 2004.

Cash Flow

Operating activities provided $24.8 million in cash for the quarter ended September 30, 2004. Between June 30, 2004 and September 30, 2004 medical claims and benefits payable at the Company’s Washington HMO increased by $6.2 million. Sequentially, the Company’s consolidated days in claims payable fell to 50 days at September 30, 2004 from 51 days at June 30, 2004. Excluding the New Mexico HMO, consolidated days in claims payable increased to 53 days at September 30, 2004 from 51 days at June 30, 2004.

Net cash provided by operating activities for the nine months ended September 30, 2004, was $48.8 million, compared with $17.3 million for the nine months ended September 30, 2003.

At September 30, 2004, the Company had consolidated cash and investments of approximately $296.1 million.

Membership

The following table details the Company’s membership by state at September 30, 2004 and 2003:

  2004
 
2003

  %
Increase
(Decrease)

Michigan   89,000   47,000   89.4 %
Washington   264,000   181,000   45.9 %
California   249,000   256,000   (2.7 )%
Utah   53,000   46,000   15.2 %
New Mexico   65,000   NA   NA  
   
 
 
Total   720,000   530,000   35.9 %
   
 
 



The following table details member months (defined as the aggregation of each month’s membership for the period) by state for the quarter and nine months ended September 30, 2004 and 2003:

Quarter Ended
September 30,
  %
Increase
(Decrease)

2004
  2003
 
Michigan   270,000   132,000   104.6 %
Washington   794,000   535,000   48.5 %
California   738,000   771,000   (4.3 )%
Utah   157,000   132,000   18.9 %
New Mexico   196,000   NA   NA  
   
 
 
   Total   2,155,000   1,570,000   37.3 %
   
 
 

Nine Months Ended
September 30,
  %
Increase
(Decrease)

2004
  2003
 
Michigan   793,000   343,000   131.2 %
Washington   2,063,000   1,596,000   29.3 %
California   2,242,000   2,299,000   (2.5 )%
Utah   428,000   399,000   7.3 %
New Mexico   196,000   NA   NA  
   
 
 
   Total   5,722,000   4,637,000   23.4 %
   
 
 

These tables do not include approximately 73,000 Wellness Plan members transferred to the Company’s Michigan HMO on October 1, 2004.

Guidance

The Company is issuing the following guidance:

For the fourth quarter of 2004 earnings per diluted share are expected to be in the range of $0.56 to $0.58.

For calendar year 2005 we expect:

Earnings per diluted share   $2.40–$2.45  
Net income from continuing operations (in millions)  $67.0–$69.0 
Premium revenue from continuing operations (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%, which does not take into account any favorable state tax credits, if any, that the Company will receive from prior periods during 2005. The 2005 guidance does not reflect the potential impact, if any, of changes in the Company’s methodology for recording stock-based employee compensation expense that may be required by new accounting pronouncements. Management expects weighted average dilutive shares outstanding of 28.2 million for the year ending December 31, 2005.



Conference Call

The live broadcast of Molina Healthcare’s conference call will begin at 5:00 p.m. Eastern Time, November 3, 2004. The number to call for this interactive conference call is 212-271-4594. 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, Utah, and New Mexico.

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. Except for the historical information contained in this release, all of the Company’s forward-looking statements are based on current expectations and assumptions that are subject to numerous risks and uncertainties. Actual results could differ materially because of factors such as: the Company’s ability to successfully integrate its acquisitions, 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, the implementation of announced rate increases, reduction in provider payments by governmental payors, disasters, 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 this release. The Company disclaims, however, 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
September 30,

  Nine Months Ended
September 30,

 
2004
  2003
  2004
  2003
 
Revenue:          
  Premium revenue   $      328,781   $      196,653   $      794,104   $      581,549  
  Other operating revenue   946   400   2,932   1,932  
  Investment income   1,080   473   2,855   1,135  




    Total operating revenue   330,807   197,526   799,891   584,616  
   
Expenses:  
  Medical care costs:  
   Medical services   57,384   54,022   159,663   161,325  
   Hospital and  
     specialty services   186,336   91,624   429,089   274,365  
   Pharmacy   32,798   16,090   81,031   49,371  




   
    Total medical  
      care costs   276,518   161,736   669,783   485,061  
  Salary, general and  
    administrative expenses   26,642   16,599   62,942   46,730  
  Depreciation and  
    amortization   2,558   1,598   5,891   4,289  




    Total expenses   305,718   179,933   738,616   536,080  




  Operating income   25,089   17,593   61,275   48,536  
   
Other income (expense):  
  Interest expense   (280 ) (398 ) (793 ) (1,150 )
  Other income (1)   1   32   1,144   106  




   
    Total other income  
      (expense)   (279 ) (366 ) 351   (1,044 )




   
  Income before  
    income taxes   24,810   17,227   61,626   47,492  
  Provision for  
    income taxes   8,371   5,503   22,139   16,841  




  Net income   $        16,439   $        11,724   $        39,487   $        30,651  
 



   
Net income per share:  
  Basic$   $            0.60   $            0.46   $            1.47   $            1.45  




  Diluted   $            0.59   $            0.46   $            1.45   $            1.42  




Weighted average number  
   of common shares and  
   potential dilutive  
   common shares  
   outstanding   27,801,000   25,740,000   27,154,000   21,592,000  




Operating Statistics:  
  Medical care ratio (2)   83.9 % 82.1 % 84.0 % 83.1 %
   
  Salary, general and  
    administrative expense  
    ratio (3) excluding  
    premium taxes   5.9 % 7.0 % 6.1 % 6.9 %
  Premium taxes included  
    in salary, general and  
    administrative expenses   2.2 % 1.4 % 1.8 % 1.1 %




    Total salary, general  
      and administrative  
      expense ratio   8.1 % 8.4 % 7.9 % 8.0 %




           
Members (4)   720,000   530,000  
Days in claims payable   50   57  

(1) For the nine months ended September 30, 2004, includes $1.162 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)

Sept. 30,
2004

  Dec. 31,
2003

 
(Unaudited)    
                 
                                                      ASSETS            
     
Current assets:    
     Cash and cash equivalents     $ 219,387   $ 141,850  
     Investments       76,745     98,822  
     Receivables       65,260     53,689  
     Deferred income taxes       3,423     2,442  
     Prepaid and other current assets       8,115     5,254  


          Total current assets       372,930     302,057  
Property and equipment, net       21,134     18,380  
Goodwill and intangible assets, net       80,341     12,284  
Restricted investments       9,815     2,000  
Deferred income taxes           1,996  
Advances to related parties and other assets       4,257     7,868  


          Total assets     $ 488,477   $ 344,585  


     
                 LIABILITIES AND STOCKHOLDERS’ EQUITY    
     
Current liabilities:    
     Medical claims and benefits payable     $ 137,316   $ 105,540  
     Accounts payable and accrued liabilities       21,044     11,419  
     Net liability for commercial membership sale       2,240      
     Income taxes payable       7,718     2,882  


Total current liabilities       168,318     119,841  
     Deferred income taxes       3,448      
     Other long-term liabilities       4,086     3,422  


          Total liabilities       175,852     123,263  
     
Stockholders’ equity:    
     Common stock, $0.001 par value; 80,000,000    
        shares authorized; issued and outstanding:    
        27,515,567 shares at September 30, 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       155,864     103,854  
     Accumulated other comprehensive income (loss)       (143 )   54  
     Retained earnings       177,266     137,779  
     Treasury stock (1,201,174 shares, at cost)       (20,390 )   (20,390 )


          Total stockholders’ equity       312,625     221,322  


          Total liabilities and stockholders’ equity     $ 488,477   $ 344,585  





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

Nine Months Ended
September 30,

 
2004
  2003
 
Operating activities            
Net income     $ 39,487   $ 30,651  
Adjustments to reconcile net income to    
  net cash provided by operating activities:    
   Depreciation and amortization       5,891     4,289  
   Amortization of capitalized    
    credit facility fees       471     367  
   Deferred income taxes       356     605  
   Stock-based compensation       52     1,236  
Changes in operating assets and liabilities,    
   net of assets acquired and liabilities    
   assumed in purchase transactions:    
     Receivables       (3,076 )   (20,494 )
     Prepaid and other current assets       (1,858 )   (7,993 )
     Medical claims and benefits payable       2,224     6,551  
     Deferred revenue       (687 )    
     Accounts payable and accrued liabilities       3,631     1,331  
     Income taxes payable (receivable)       2,311     777  


Net cash provided by operating activities       48,802     17,320  
     
Investing activities    
Purchases of equipment       (4,703 )   (6,082 )
Purchases of investments       (408,219 )   (81,226 )
Dispositions and maturities of investments       429,981     19,000  
Cash paid in purchase transactions, net of cash    
 acquired and received in related dispositions       (34,869 )   (1,346 )
Increase in restricted cash       (30 )    
Other long-term liabilities       147     (105 )
Advances to related parties and other assets       3,140     (44 )


Net cash used in investing activities       (14,553 )   (69,803 )
     
Financing activities    
Issuance of common stock       47,282     119,625  
Proceeds from exercise of stock options    
  and employee stock purchases       1,825     (1,887 )
Repayment of mortgage note           (3,350 )
Repayment of bank debt       (5,819 )    
Purchase and retirement of common stock           (19,610 )
Purchase of treasury stock           (20,390 )


Net cash provided by financing activities       43,288     74,388  


Net increase in cash and cash equivalents       77,537     21,905  
Cash and cash equivalents    
  at beginning of period       141,850     139,300  


Cash and cash equivalents at end of period     $ 219,387   $ 161,205  





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 nine months ending September 30, 2004 and 2003:

Nine Months Ended
September 30,
 
2004
  2003
 
Balances at beginning of period     $ 105,540   $ 90,811  
Components of medical care costs related to:    
    Current year       676,118     495,507  
    Prior years       (6,335 )   (10,446 )


Total medical care costs       669,783     485,061  
Payments for medical care costs related to:    
    Current year       548,788     409,293  
    Prior years       89,219     69,217  


Total paid       638,007     478,510  


Balances at end of period     $ 137,316   $ 97,362  



-END-