Delaware (State of incorporation) |
1-31719 (Commission File Number) |
13-4204626 (I.R.S. Employer Identification Number) |
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))
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.
(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. |
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 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. |
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 years 22.6 million diluted shares outstanding. Operating activities provided $91.0 million in cash for the year ended December 31, 2004.
Commenting on the Companys 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 NCQAs 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 Companys 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 Molinas other HMOs on a per member per month basis, has traditionally experienced a higher medical care ratio than Molinas 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 Companys 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 Companys 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 months 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 Companys 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 Healthcares 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 Companys 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 Companys 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 Companys 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 Companys government contracts, the Companys ability to accurately estimate incurred but not reported medical costs, the implementation of announced rate increases, the Companys ability to obtain regulatory approvals for its pending acquisitions or to successfully integrate its completed acquisitions, the Companys 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 Companys start-up operations in new states, inflation, disasters or major epidemics, and other risks and uncertainties as detailed in the Companys 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 Companys 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 Companys 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-