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8-K - 8-K - COVENTRY HEALTH CARE INCcvhq420128-k.htm


                                
Contact:
Randy Giles
 
EVP, Chief Financial Officer
 
(301) 581-5687
 
 
 
Drew Asher
 
SVP, Corporate Finance
 
(301) 581-5717
Coventry Health Care Reports Fourth Quarter Earnings
    
BETHESDA, Md. (February 6, 2013) - Coventry Health Care, Inc. (NYSE: CVH) today reported consolidated operating results for the quarter and fiscal year ended December 31, 2012. Operating revenues totaled $3.4 billion for the quarter with net earnings of $119.3 million, or earnings per diluted share (EPS) of $0.88. For the year ended December 31, 2012, total operating revenues were $14.1 billion with net earnings of $487.1 million, or $3.52 EPS.

“I am very pleased with the Company’s strong fourth quarter and full year 2012 results, significantly exceeding our previous guidance,” said Allen F. Wise, chairman and chief executive officer of Coventry. “We continue to make progress in our Kentucky Medicaid business as evidenced by the sequential improvement in fourth quarter results. In addition, the Company recently completed the 2013 Medicare Annual Enrollment Period with an outstanding organic growth result in our Medicare Advantage Coordinated Care Plans. We look forward to combining our strengths with those of Aetna to further our shared commitment to improving the health and well-being of our members.”


Fourth Quarter and Full Year 2012 Consolidated Highlights

Fourth quarter total revenues up 10% from the prior year quarter
Full year 2012 total revenues up 16% from the prior year
Total membership of 5,362,000, an increase of 597,000 members from the prior year, driven by growth across the Company’s Government Programs businesses in Medicare Advantage Coordinated Care Plans (MA-CCP), Medicare Part D, and Medicaid
Sequential enrollment growth in MA-CCP and Medicare Part D
Successful execution during the 2013 MA-CCP Annual Enrollment Period resulting in growth for January 2013 of approximately 48,000 members, or 18%
Awarded Kentucky Region 3 Medicaid contract with implementation effective January 1, 2013, representing approximately 20,000 additional members
Awarded four regions for the Florida Long-Term Care Program to be phased in during 2013 and 2014
Reduced selling, general, and administrative (SG&A) expense as a percentage of total revenue from 16.5% in 2011 to 14.7% in 2012
Fourth quarter SG&A expense of 16.0% of total revenue, a decline of 120 basis points (bps) from the prior year quarter, includes costs of $7.7 million, or $0.03 EPS, associated with the pending Aetna transaction
GAAP cash flows from operations were $249.4 million, or 209% of net income in the quarter

1



Selected Fourth Quarter and Full Year 2012 Highlights

Medicare Advantage
As of December 31, 2012, MA-CCP membership was 259,000, an increase of 37,000 members, or 17%, from the prior year quarter and an increase of 3,000 members from the third quarter of 2012
The MA-CCP Medical Loss Ratio (MLR) was 83.9% in the quarter and 81.1% for the full year
Excluding the impact of the Risk Adjustment Data Validation (RADV) audit reserve reduction during the first quarter of 2012, the full year MLR was 83.5%

Medicare Part D
As of December 31, 2012, Medicare Part D membership was 1,578,000, an increase of 435,000 members, or 38%, from the prior year quarter and an increase of 33,000 members from the third quarter of 2012
The Medicare Part D MLR was 70.7% in the quarter and 85.4% for the full year
Reduction in Coventry’s auto-assign footprint resulted in a loss of 143,000 members for January 2013 compared to year-end 2012

Medicaid
As of December 31, 2012, Medicaid membership was 974,000, an increase of 282,000 members, or 41%, from the prior year quarter and a net decrease of 24,000 members from the third quarter of 2012 due to membership attrition during the Kentucky open enrollment period offset by growth in other markets
The Medicaid MLR was 90.4% in the quarter, a decrease of 260 bps from the third quarter of 2012, and 94.1% for the full year
The Company’s Kentucky Medicaid business produced an MLR of 96.7% in the fourth quarter, an improvement of 1,170 bps from the third quarter of 2012 and an improvement of 1,990 bps from the prior year quarter. The significant sequential improvement was driven by receipt of the Company’s contractual 2012 rate increase of 5.3% effective 10/1/12, implementation of member co-payments, and the impact of the Company’s ongoing medical cost initiatives.

Commercial Risk
As of December 31, 2012, commercial risk membership was 1,474,000, a decrease of 15,000 members, or 1%, from the third quarter of 2012
The commercial risk MLR was 82.2% in the quarter, a decrease of 150 bps from the prior year quarter, and 81.7% for the full year

Balance Sheet
Investment portfolio in a net unrealized gain position of $111 million as of December 31, 2012, a decrease of $18 million from the third quarter of 2012
Repurchased 9.9 million shares, or 7% of total shares outstanding, for $328.0 million during 2012
$950 million in free cash at the parent at year-end
Board of Directors approval of the Company’s fourth quarterly cash dividend paid on January 7, 2013









2



Cautionary Statement Regarding Forward-Looking Statements
Among the risk factors that may materially affect our business, operations or financial condition are the ability to accurately estimate and control future health care costs; the ability to increase premiums to offset increases in our health care costs; general economic conditions and disruptions in the financial markets; changes in legal requirements and healthcare industry practices from recently enacted federal or state laws or regulations, court decisions, or government audits, investigations and proceedings; guaranty fund assessments under state insurance guaranty association law; changes in government funding and various other risks associated with our participation in Medicare and Medicaid programs; our ability to effectively implement and manage new or less seasoned markets, such as our Kentucky Medicaid program, including the implementation of appropriate risk adjustment revenue and management of the associated medical costs and the effect on our medical loss ratio; a reduction in the number of members in our health plans; the ability to acquire additional managed care businesses, enter into new markets and to successfully integrate acquired businesses into our operations, particularly while our merger with Aetna is pending; an ability to attract new members or to increase or maintain our premium rates; the non-renewal or termination of our government contracts, unsuccessful bids for business with government agencies or renewal of government contracts, unsuccessful bids for business with government agencies or renewal of government contracts on less favorable terms; failure of independent agents and brokers to continue to market our products to employers; a failure to obtain cost-effective agreements with a sufficient number of providers that could result in higher medical costs and a decrease in our membership; negative publicity regarding the managed health care industry generally or our Company in particular; a failure to effectively protect, maintain and develop our information technology systems; compromises of our data security; periodic reviews, audits and investigations under our contracts with federal and state government agencies; litigation including litigation based on new or evolving legal theories; volatility in our stock price and trading volume; our indebtedness, which imposes certain restrictions on our business and operations; an inability to generate sufficient cash to service our indebtedness; our ability to receive cash from our regulated subsidiaries; an impairment of our intangible assets; our certificate of incorporation, our bylaws and Delaware law, which could delay, discourage or prevent a change in control of our Company that our stockholders may consider favorable; and our proposed merger with Aetna, including, but not limited to, risks related to our failure to complete the merger with Aetna, our ability to attract, retain and motivate our key employees and executives in light of the pending merger, and limitations on our ability to conduct our business between now and the closing of the merger.

Coventry Health Care (www.coventryhealthcare.com) is a diversified national managed health care company based in Bethesda, Maryland, dedicated to delivering high-quality health care solutions at an affordable price. Coventry provides a full portfolio of risk and fee-based products including Medicare and Medicaid programs, group and individual health insurance, workers’ compensation solutions, and network rental services. With a presence in every state in the nation, Coventry’s products currently serve approximately 5 million individuals helping them receive the greatest possible value for their health care investment.


3



COVENTRY HEALTH CARE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)

 
Quarters Ended
 
Years Ended
 
December 31,
 
December 31,
 
2012
 
2011
 
2012
 
2011
Operating revenues:
(unaudited)
 
(unaudited)
 
(unaudited)
 
 
Managed care premiums
$
3,161,792

 
$
2,841,976

 
$
12,926,375

 
$
11,014,950

Management services
284,025

 
287,180

 
1,186,988

 
1,171,733

Total operating revenues
3,445,817

 
3,129,156

 
14,113,363

 
12,186,683

 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
Medical costs
2,613,570

 
2,331,881

 
10,853,774

 
9,041,402

Cost of sales
65,444

 
73,941

 
266,803

 
283,544

Selling, general, and administrative
551,752

 
539,717

 
2,080,236

 
2,016,042

Provider class action - release

 

 

 
(159,300
)
Depreciation and amortization
36,517

 
34,674

 
152,859

 
136,865

Total operating expenses
3,267,283

 
2,980,213

 
13,353,672

 
11,318,553

 
 
 
 
 
 
 
 
Operating earnings
178,534

 
148,943

 
759,691

 
868,130

Operating earnings percentage of total revenues
5.2
%
 
4.8
%
 
5.4
%
 
7.1
%
 
 
 
 
 
 
 
 
 
Interest expense
24,622

 
28,219

 
99,468

 
99,062

Other income, net
37,174

 
22,833

 
124,312

 
89,033

 
 
 
 
 
 
 
 
 
Earnings before income taxes
191,086

 
143,557

 
784,535

 
858,101

 
 
 
 
 
 
 
 
 
Provision for income taxes
71,745

 
57,861

 
297,472

 
314,996

Net earnings
 
$
119,341

 
$
85,696

 
$
487,063

 
$
543,105

 
 
 
 
 
 
 
 
 
Net earnings per share:
 
 
 
 
 
 
 
 
Basic earnings per common share
 
$
0.89

 
$
0.60

 
$
3.54

 
$
3.70

Diluted earnings per common share
$
0.88

 
$
0.60

 
$
3.52

 
$
3.67

 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding, basic
133,329

 
141,196

 
136,042

 
144,775

Weighted average common shares outstanding, diluted
134,109

 
142,037

 
136,778

 
145,873


4



COVENTRY HEALTH CARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)


 
 
December 31,
 
September 30,
 
December 31,
 
 
2012
 
2012
 
2011
 
 
(unaudited)
 
(unaudited)
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
   Cash and cash equivalents
 
$
1,399,162

 
$
1,262,078

 
$
1,579,003

   Short-term investments
 
121,742

 
165,811

 
116,205

   Accounts receivable, net
 
272,077

 
289,951

 
270,263

   Other receivables, net
 
892,815

 
1,014,567

 
717,736

   Other current assets
 
196,323

 
192,203

 
286,301

Total current assets
 
2,882,119

 
2,924,610

 
2,969,508

 
 
 
 
 
 
 
Long-term investments
 
2,658,582

 
2,563,559

 
2,635,309

Property and equipment, net
 
266,818

 
258,378

 
255,485

Goodwill
 
2,591,488

 
2,590,465

 
2,548,834

Other intangible assets, net
 
318,592

 
335,103

 
367,533

Other long-term assets
 
33,389

 
34,548

 
36,863

Total assets
 
$
8,750,988

 
$
8,706,663

 
$
8,813,532

 
 
 
 
 
 
 
Liabilities and Stockholders’ Equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
   Medical liabilities
 
$
1,418,914

 
$
1,503,691

 
$
1,308,507

   Accounts payable and other accrued liabilities
 
488,175

 
480,582

 
695,235

   Deferred revenue
 
137,981

 
123,841

 
114,510

   Current portion of long-term debt
 

 

 
233,903

Total current liabilities
 
2,045,070

 
2,108,114

 
2,352,155

 
 
 
 
 
 
 
Long-term debt
 
1,585,190

 
1,585,067

 
1,584,700

Other long-term liabilities
 
397,813

 
387,159

 
365,686

Total liabilities
 
4,028,073

 
4,080,340

 
4,302,541

 
 
 
 
 
 
 
Stockholders’ equity
 
4,722,915

 
4,626,323

 
4,510,991

 
 
 
 
 
 
 
Total liabilities and stockholders’ equity
 
$
8,750,988

 
$
8,706,663

 
$
8,813,532



5



COVENTRY HEALTH CARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(unaudited)
 
 
Quarter Ended
 
Year Ended
 
 
December 31, 2012
 
December 31, 2012
 
 
 
 
 
Cash flows from operating activities:
 
 
 
 
   Net earnings
 
$
119,341

 
$
487,063

   Adjustments to earnings:
 
 
 
 
      Depreciation and amortization
 
36,517

 
152,859

      Amortization of stock compensation
 
5,865

 
29,643

      RADV Release
 

 
(132,977
)
      RADV Release - deferred tax adjustment
 

 
50,531

   Changes in assets and liabilities:
 
 
 
 
      Accounts receivable, net
 
17,874

 
22,508

      Other receivables, net
 
121,782

 
(168,479
)
      Medical liabilities
 
(84,777
)
 
57,073

      Accounts payable and other accrued liabilities
 
(1,195
)
 
(76,561
)
      Deferred revenue
 
14,140

 
23,471

   Other operating activities
 
19,847

 
25,513

   Net cash flows from operating activities
 
249,394

 
470,644

 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
   Capital expenditures, net
 
(27,989
)
 
(89,064
)
   (Payments for) / Proceeds from sales and maturities net
   of payments for investments
 
(59,189
)
 
19,061

   Payments for acquisitions, net of cash acquired
 
(6,465
)
 
(54,945
)
   Net cash flows from investing activities
 
(93,643
)
 
(124,948
)
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
   Proceeds from issuance of stock
 
23,171

 
87,671

   Payments for repurchase of stock
 
(28,770
)
 
(339,985
)
   Repayment of debt
 

 
(233,903
)
   Excess tax benefit from stock compensation
 
3,668

 
12,210

   Payments for cash dividends
 
(16,736
)
 
(51,530
)
   Net cash flows from financing activities
 
(18,667
)
 
(525,537
)
 
 
 
 
 
Net change in cash and cash equivalents for current period
 
137,084

 
(179,841
)
Cash and cash equivalents at beginning of period
 
1,262,078

 
1,579,003

Cash and cash equivalents at end of period
 
$
1,399,162

 
$
1,399,162

 
 
 
 
 
Cash and Investments:
 
 
 
 
Cash and cash equivalents
 
$
1,399,162

 
$
1,399,162

Short-term investments
 
121,742

 
121,742

Long-term investments
 
2,658,582

 
2,658,582

Total cash and investments
 
$
4,179,486

 
$
4,179,486


6



COVENTRY HEALTH CARE, INC.
SELECTED OPERATING STATISTICS
(Unaudited)


 
Total
2012
Q4 2012
Q3 2012
Q2 2012
Q1 2012
Total
2011
Membership by Product (000s)
 
 
 
 
 
 
Commercial Risk
 
1,474

1,489

1,519

1,549

1,635

Health Plan Commercial ASO
 
730

736

729

725

700

Medicare Advantage
 
259

256

253

250

222

Medicaid Risk
 
974

998

932

924

692

Other National ASO
 
347

350

354

356

373

Medicare Part D
 
1,578

1,545

1,494

1,458

1,143

Total Membership
 
5,362

5,374

5,281

5,262

4,765

 
 
 
 
 
 
 
Revenues by Product Type (000s)
 
 
 
 
 
 
Commercial Risk
$
5,737,626

$
1,403,010

$
1,409,863

$
1,443,478

$
1,481,275

$
6,053,178

Commercial Management Services
429,209

100,736

101,138

113,558

113,777

387,949

Total Commercial Products
6,166,835

1,503,746

1,511,001

1,557,036

1,595,052

6,441,127

 
 
 
 
 
 
 
Medicare Advantage
2,912,143

695,815

697,724

684,291

834,312

2,382,330

Medicaid Risk
2,809,579

712,845

730,996

697,679

668,060

1,381,706

Medicare Part D
1,514,518

363,032

343,185

394,877

413,423

1,226,734

Total Government Programs
7,236,240

1,771,692

1,771,905

1,776,847

1,915,795

4,990,770

 
 
 
 
 
 
 
Workers’ Compensation
757,779

183,289

187,992

194,576

191,922

783,784

Corporate and Eliminations
(47,491
)
(12,910
)
(13,115
)
(10,663
)
(10,802
)
(28,998
)
Total Revenues
$
14,113,363

$
3,445,817

$
3,457,783

$
3,517,796

$
3,691,967

$
12,186,683

 
 
 
 
 
 
 
Consolidated Coventry
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Income % of Revenues
5.4
%
5.2
%
4.6
%
4.1
%
7.5
%
7.1
%
 
 
 
 
 
 
 
SGA % of Revenues
14.7
%
16.0
%
15.1
%
14.3
%
13.6
%
16.5
%
 
 
 
 
 
 
 
Total Health Plan Medical Liabilities (000s)(1)
 
$
1,258,279

$
1,321,436

$
1,315,078

$
1,313,458

$
1,106,174

Health Plan Days in Claims Payable (DCP) (1)
 
49.04

50.90

49.77

49.47

50.45

 
 
 
 
 
 
 
Total Debt (millions)
 
$
1,585.2

$
1,585.1

$
1,584.9

$
1,584.8

$
1,818.6

Total Capital (millions)
 
$
6,308.1

$
6,211.4

$
6,091.2

$
6,287.5

$
6,329.6

Debt to Capital
 
25.1
%
25.5
%
26.0
%
25.2
%
28.7
%



7



COVENTRY HEALTH CARE, INC.
SELECTED REVENUE AND MEDICAL COST STATISTICS
(Unaudited)


 
Total
 2012
Q4 2012
Q3 2012
Q2 2012
Q1 2012
Total
 2011
Revenue PMPM
 
 
 
 
 
 
Commercial Risk
$
310.15

$
310.27

$
308.42

$
309.91

$
311.92

$
303.69

Medicare Advantage(2)
$
938.71

$
897.31

$
908.57

$
902.61

$
1,048.93

$
895.54

Medicare Part D(3)
$
85.94

$
84.58

$
86.24

$
87.55

$
85.44

$
92.41

Medicaid
$
242.35

$
240.38

$
241.92

$
248.48

$
238.74

$
228.85

 
 
 
 
 
 
 
MLR%
 
 
 
 
 
 
Consolidated Total
84.0
%
82.7
%
84.4
%
85.9
%
82.9
%
82.1
%
 
 
 
 
 
 
 
Commercial Risk
81.7
%
82.2
%
81.5
%
83.0
%
79.9
%
81.6
%
Medicare Advantage(2)
81.1
%
83.9
%
83.1
%
84.1
%
74.1
%
82.9
%
Medicare Part D
85.4
%
70.7
%
84.2
%
90.0
%
94.9
%
81.7
%
Medicaid
94.1
%
90.4
%
93.0
%
93.3
%
100.0
%
89.4
%



(1)
“Total Health Plan Medical Liabilities” and “Health Plan Days in Claims Payable” are calculated consistent with prior disclosures to exclude the effect of the Kentucky Medicaid business for the fourth quarter of 2011 due to the timing of the contract implementation (November 1, 2011) but include the effect of the Kentucky Medicaid business and the acquired Children’s Mercy’s Family Health Partners business beginning in the first quarter of 2012.

(2)
First quarter 2012 Medicare Advantage statistics for Revenue PMPM and MLR% include the favorable impact from the release of MA-CCP RADV audit reserves. Excluding this impact, the comparable Revenue PMPM was $923.87 and the comparable MLR% was 82.9% for the first quarter 2012. For the full year, the comparable Revenue PMPM was $907.99 and the comparable MLR% was 83.5%.

(3)
Revenue PMPM excludes the impact of CMS risk-share premium adjustments and revenue ceded to external parties.


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