-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CzK6FyDEpwlsduKFRKnEyuXPnBcMyPC6/3rkw42RUtGlHHAiD5DmLJXQG1A9Fa7I GnrTt1EBdOvH1dXCwYz7Gg== 0001104659-04-009014.txt : 20040331 0001104659-04-009014.hdr.sgml : 20040331 20040331103433 ACCESSION NUMBER: 0001104659-04-009014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040330 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAGELLAN HEALTH SERVICES INC CENTRAL INDEX KEY: 0000019411 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 581076937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06639 FILM NUMBER: 04704033 BUSINESS ADDRESS: STREET 1: 6950 COLUMBIA GATEWAY STREET 2: STE 400 CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 4109531000 FORMER COMPANY: FORMER CONFORMED NAME: CHARTER MEDICAL CORP DATE OF NAME CHANGE: 19920703 8-K 1 a04-4059_18k.htm 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): March 30, 2004

 

Magellan Health Services, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

1-6639

 

58-1076937

(State or Other Jurisdiction
of Incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification No.)

 

16 Munson Road
Farmington, Connecticut

 

06032

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (860) 507-1900

 

6950 Columbia Gateway Drive, Suite 400, Columbia, Maryland 21046

(Former Name or Former Address, if Changed Since Last Report)

 

 



 

Item 12. Results of Operations and Financial Condition

 

On March 30, 2004, Magellan Health Services, Inc. reported operating results for the fourth quarter and year ended December 31, 2003.

 

Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release dated March 30, 2004.

 

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

 

(a)  Financial Statements of business acquired:              Not applicable.

 

(b)  Pro forma financial information:                  Not applicable.

 

(c)          Exhibits:

 

Exhibit Number

 

Description

99.1

 

Registrant’s press release dated March 30, 2004.

 

2



 

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 hereto duly authorized.

 

 

Magellan Health Services, Inc.

 

(Registrant)

 

 

Date: March 31, 2004

/s/ Mark S. Demilio

 

Mark S. Demilio

 

Executive Vice President and Chief Financial Officer

 

3


EX-99.1 3 a04-4059_1ex99d1.htm EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

 

Investor Contact:

 Melissa Rose

 

 

877-645-6464

 

Media Contact:

 Erin Somers

 

 

410-953-2405

 

MAGELLAN HEALTH SERVICES ANNOUNCES
FOURTH QUARTER AND FISCAL YEAR 2003 FINANCIAL RESULTS

 

Headquarters Relocated to Connecticut

 

FARMINGTON, Conn. – March 30, 2004 – Magellan Health Services, Inc., (Nasdaq:MGLN), today reported operating results for the fourth quarter and year ended December 31, 2003.  The Company also announced that it has relocated its principal executive offices to Farmington, Connecticut, from Columbia, Maryland.

 

Basis of Reporting

 

The Company emerged from its chapter 11 bankruptcy cases and consummated its plan of reorganization on January 5, 2004; however, the Company has applied the “fresh start reporting” provisions under generally accepted accounting principles as of December 31, 2003.  Accordingly, the Company’s results of operations and assets and liabilities reflect, with certain exceptions, the consummation of the plan as if it had occurred on December 31, 2003, including the reorganization of its debt and equity and the recording of its assets and liabilities at fair values pursuant to fresh start reporting.

 

In addition, the Company changed its year-end in 2003 to December 31.  This press release includes information regarding the year ended December 31, 2002 that is unaudited and is derived from the amalgamation of the Company’s results for the nine months ended September 30, 2002, as reported in its Form 10-Q for such period, and the Company’s results for the three months ended December 31, 2002, as reported in its Transition Report on Form 10-K for such period.

 

Financial Results

 

For the fiscal year ended December 31, 2003, the Company reported net revenues of $1.5 billion and net income of $451.8 million, or $12.69 per share.  Net income in 2003 includes net reorganization benefit with respect to the restructuring of $457.7 million (pre-tax) and a goodwill impairment charge of $28.8 million (pre-tax).  The Company’s segment profit (net revenue less salaries, cost of care and other operating costs plus equity in earnings of unconsolidated subsidiaries, but not including special charges) for 2003 was $192.1 million.

 

For the year ended December 31, 2002, net revenue was $1.8 billion and comprehensive loss was $540.8 million, or $15.47 per share.  The comprehensive loss for 2002 includes a goodwill impairment charge of $415.9 million and an increase to income tax valuation allowance of $200.5 million.  Segment profit for 2002 was $184.4 million.

 



 

The Company reported net revenues for the fourth quarter of 2003 of $337.8 million, compared with $445.9 million in the prior year quarter.  Net income for the quarter was $499.9 million or $14.15 per share compared to $11.7 million or $0.29 per share in the prior year quarter.  Segment profit for the fourth quarter of 2003, which included certain changes in estimates related to prior periods, was $68.0 million, compared with $56.6 million in fourth quarter 2002.

 

Steven J. Shulman, chairman and chief executive officer of Magellan, said, “The most important accomplishment for 2003 was our successful debt restructuring, which we achieved in just over nine months.  Not only did we reduce our gross debt by more than 60%, we attracted $150 million of new equity to the Company and refinanced the remaining debt.  Our outstanding operating results for fiscal year 2003 are further demonstration of the Company’s strong financial foundation.  The efforts we have made to improve efficiency in our operations have led to better service for our members, customers and providers and have further supported the financial strengthening of the Company.  With efficient, profitable operations and the sound capital structure we achieved through our reorganization, Magellan is well positioned to lead the marketplace.”

 

Balance Sheet Highlights

 

The Company’s restructuring reduced its debt by approximately $700 million.  Total debt outstanding for the Company upon consummation was $401.3 million.  Under fresh start reporting, the debt recorded as of December 31, 2003 does not reflect the payment of certain debt upon consummation of the Plan or the refinancing of its bank debt that the Company completed on January 5, 2004, and therefore, on the December 31, 2003 balance sheet total debt is $493.7 million. The Company ended the year with $206.9 million in unrestricted cash and restricted cash of $161.9 million.  Cash flow from operations for 2003 was $178.3 million.

 

In connection with its reorganization, the company refinanced its bank debt by entering into a new credit agreement with Deutsche Bank and other lenders.  The new agreement provides the Company with $100.0 million in term loans, an $80.0 million letter of credit facility and a $50.0 million revolving credit facility, and offers greater financial flexibility and better terms than the Company’s previous credit agreement.  There are currently no loans outstanding under the Company’s revolving credit facility.

 

Mark S. Demilio, chief financial officer of Magellan, said, “Magellan’s earnings were favorably impacted by the earlier than anticipated success of our initiatives to reduce administrative costs and to better manage care costs.  We have reduced our administrative costs while enhancing our service levels, and care costs have increased at a rate slightly lower than the trend the Company had been experiencing previously.”

 

Shulman said, “A little over a year ago, we promised to turn the company around financially, operationally and strategically.  Thanks to the commitment of Magellan employees and the support of our customers and others, we were able to keep that promise.  Today we are a new company – one that is investing in the future for the benefit of all of its stakeholders - customers, members, providers, employees and investors.

 



 

“Our business strategy, as we go forward, includes a continued focus on improving operating efficiency, reducing administrative costs, and leveraging our market leadership position, our behavioral health expertise, our large database of behavioral information and our strong customer base to grow revenue and increase earnings.  We also are exploring opportunities to enhance our existing product lines and develop new products that help to address many important issues for our customers in the health care marketplace.  Magellan is well-positioned to deliver unique, innovative and effective solutions for our customers and the people they serve.  This is an exciting time for the Company and the rest of the management team and I are very pleased to be leading the way,” Shulman concluded.

 

Earnings Results Conference Call

 

A conference call will be held to discuss the earnings at 8:30 a.m. Eastern time on Tuesday, March 30.  To participate in the call, interested parties should call 1-888-390-4698 and reference the passcode 2003 earnings and conference leader Steve Shulman approximately 15 minutes before the start of the call.

 

The conference call also will be available via a live Web cast at Magellan’s investor relations page at www.MagellanHealth.com.  Those who wish to listen to the call via the Web cast should go to the Web site at least 15 minutes prior to the call to register and download and install any necessary audio software.  The Web cast will be available for 15 days after the date of the call.

 

A taped replay of the conference call will be available from approximately 11:00 a.m. Eastern time on Tuesday, March 30, until 12:00 midnight on Friday, April 2.  The call-in numbers for the replay are 1-800-945-2458 and 1-402-220-3537 (from outside the U.S.).

 

Those who plan to listen to the call and/or Web cast are encouraged to read Magellan’s Transition Report on Form 10-K for the transition period from October 1, 2002 to December 31, 2002 filed with the Securities and Exchange Commission on August 12, 2003, including the discussion of risk factors, and the Form 8-K filed on January 6, 2004 and subsequent amendments.  In addition, listeners are encouraged to read all other 2003 and 2004 reports filed with the Securities and Exchange Commission to learn about Magellan’s historical operational and financial results.

 

Regulation FD:  For a reconciliation of segment profit to GAAP counterparts, please see the investor relations page of the Company’s Web site located at www.MagellanHealth.com.

 

About Magellan:  Headquartered in Farmington, Conn., Magellan Health Services (Nasdaq:MGLN), is the country’s leading behavioral managed care organization.  Its customers include health plans, corporations and government agencies.

 

Safe Harbor Statement:  Certain of the statements made in this press release including, without limitation, statements regarding expected outcomes and effects from customer service improvement initiatives, cost cutting initiatives and other actions, the Company’s positioning and ability to lead the marketplace and other statements constitute forward looking statements

 



 

contemplated under the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are based on management’s current expectations and are subject to known and unknown uncertainties and risks which could cause actual results to differ materially from those contemplated or implied by such forward-looking statements including operating results or cash flows differing from expected results, termination of contracts by customers, the impact of new or amended laws or regulations, governmental inquiries, outcome of ongoing litigation, interest rate increases, unanticipated increases in the costs of care, increased competition, economic uncertainties and other factors.  Any forward-looking statements made in this document are qualified in their entirety by the complete discussion of risks set forth under the caption “Cautionary Statements” in Magellan’s Annual Report on Form 10-K for the year ended December 31, 2003 to be filed with the Securities and Exchange Commission on March 30, 2004.

 

# # #

 



 

MAGELLAN HEALTH SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

 

 

 

Predecessor Company

 

 

 

For the Three Months Ended
December 31,

 

For the Twelve Months Ended
December 31,

 

 

 

2002

 

2003

 

2002

 

2003

 

 

 

 

 

(unaudited)

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

$

445,890

 

$

337,795

 

$

1,754,106

 

$

1,510,746

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Salaries, cost of care and other operating expenses

 

391,433

 

272,884

 

1,581,654

 

1,324,886

 

Equity in earnings of unconsolidated subsidiaries

 

(2,138

)

(3,041

)

(11,967

)

(6,202

)

 

 

389,295

 

269,843

 

1,569,687

 

1,318,684

 

Segment profit

 

56,595

 

67,952

 

184,419

 

192,062

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

14,380

 

11,782

 

50,748

 

48,047

 

Interest expense (Contractual interest of $43,604 and $106,328 for the three and twelve months ended December 31, 2003)

 

25,333

 

29,542

 

99,210

 

61,016

 

Interest income

 

(1,010

)

(700

)

(5,065

)

(2,873

)

Reorganization benefit, net

 

 

(470,462

)

 

(438,217

)

Goodwill impairment charges

 

 

 

415,880

 

28,780

 

Special charges

 

3,907

 

4,206

 

15,151

 

9,528

 

 

 

42,610

 

(425,632

)

575,924

 

(293,719

)

Income (loss) from continuing operations before income taxes and minority interest

 

13,985

 

493,584

 

(391,505

)

485,781

 

Provision for income taxes

 

3,129

 

9,555

 

148,652

 

33,813

 

Income (loss) from continuing operations before minority interest

 

10,856

 

484,029

 

(540,157

)

451,968

 

Minority interest

 

27

 

83

 

58

 

253

 

Income (loss) from continuing operations

 

10,829

 

483,946

 

(540,215

)

451,715

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations (2)

 

803

 

821

 

5,539

 

(25,028

)

Income (loss) on disposal of discontinued operations (3)

 

97

 

(1,665

)

(815

)

4,756

 

Reorganization benefit, net (4)

 

 

16,846

 

 

20,327

 

 

 

900

 

16,002

 

4,724

 

55

 

Net income (loss)

 

11,729

 

499,948

 

(535,491

)

451,770

 

Preferred dividends (Contractual dividends of $1,236 and $4,788 for the three and twelve months ended December 31, 2003)

 

1,243

 

 

4,486

 

883

 

Amortization of redeemable preferred stock issuance costs, and other

 

136

 

 

872

 

172

 

Preferred stock reorganization items, net

 

 

 

 

2,668

 

Income (loss) available to common stockholders

 

10,350

 

499,948

 

(540,849

)

448,047

 

Other comprehensive loss

 

 

 

 

 

Comprehensive income (loss)

 

$

10,350

 

$

499,948

 

$

(540,849

)

$

448,047

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding — basic

 

35,139

 

35,319

 

34,972

 

35,305

 

Weighted average number of common shares outstanding — diluted

 

41,439

 

41,619

 

34,972

 

41,605

 

 

 

 

 

 

 

 

 

 

 

Income per common share available to common stockholders — basic:

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations

 

$

0.27

 

$

13.70

 

$

(15.60

)

$

12.69

 

Income (loss) from discontinued operations

 

$

0.02

 

$

0.45

 

$

0.13

 

$

 

Net income (loss)

 

$

0.29

 

$

14.15

 

$

(15.47

)

$

12.69

 

 

 

 

 

 

 

 

 

 

 

Income per common share available to common stockholders — diluted:

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations.

 

$

0.26

 

$

11.63

 

$

(15.60

)

$

10.86

 

Income (loss) from discontinued operations

 

$

0.02

 

$

0.38

 

$

0.13

 

$

 

Net income (loss)

 

$

0.28

 

$

12.01

 

$

(15.47

)

$

10.86

 

 


(1)     For a more detailed discussion of Magellan’s fiscal 2003 results, please consult the Company’s Annual Report on Form 10-K, which will be filed with the SEC March 30, 2004, and the live broadcast or taped replay of the Company’s earnings conference call on March 30, 2004 which will be available at www.magellanhealth.com.

 

(2)     Net of income tax provision (benefit) of $433 and $(1,193) for the three months ended December 31, 2002 and 2003, respectively, and $2,986 and $(1,341) for the twelve months ended December 31, 2002 and 2003, respectively.

 

(3)     Net of income tax provision (benefit) of $52 and $1,669 for the three months ended December 31, 2002 and 2003, respectively, and $(439) and $1,347 for the twelve months ended December 31, 2002 and 2003, respectively.

 

(4)     Net of income tax benefit of $(791) and $(817) for the three and twelve months ended December 31, 2003.

 



 

MAGELLAN HEALTH SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

 

 

 

Predecessor Company

 

 

 

For the Three Months Ended
December 31,

 

For the Twelve Months Ended
December 31,

 

 

 

2002

 

2003

 

2002

 

2003

 

 

 

 

 

(unaudited)

 

(unaudited)

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

11,729

 

$

499,948

 

$

(535,491

)

$

451,770

 

 

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Gain on sale of assets

 

 

 

 

(4,460

)

Depreciation and amortization

 

14,380

 

11,782

 

50,748

 

48,047

 

Goodwill impairment charges

 

 

 

415,880

 

28,780

 

Equity in earnings of unconsolidated subsidiaries

 

(2,138

)

(3,041

)

(11,967

)

(6,202

)

Non-cash fresh start reorganization gain

 

 

(495,142

)

 

(495,142

)

Other non-cash reorganization (benefit) expense

 

 

(5,562

)

 

6,902

 

Other non-cash interest expense

 

1,642

 

994

 

5,835

 

4,662

 

 

 

 

 

 

 

 

 

 

 

Cash flows from changes in assets and liabilities, net of effects from sales and acquisitions of businesses:

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

13,896

 

(2,583

)

17,624

 

11,650

 

Restricted cash, investments and deposits

 

(2,578

)

(7,542

)

3,992

 

(39

)

Net cash flows related to unconsolidated subsidiaries

 

3,175

 

(3,865

)

11,032

 

(3,881

)

Income taxes payable and deferred income taxes

 

129

 

463

 

147,100

 

1,966

 

Other assets

 

3,424

 

11,958

 

1,139

 

(837

)

Accounts payable and other accrued liabilities

 

(19,257

)

67,383

 

(44,870

)

178,355

 

Medical claims payable

 

3,568

 

(39,785

)

8,468

 

(47,403

)

Other liabilities

 

(21

)

613

 

384

 

(450

)

Minority interest, net of dividends paid

 

42

 

121

 

94

 

352

 

Other

 

10

 

2,072

 

638

 

4,223

 

Total adjustments

 

16,272

 

(462,134

)

606,097

 

(273,477

)

Net cash provided by operating activities

 

28,001

 

37,814

 

70,606

 

178,293

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Capital expenditures

 

(8,421

)

(14,545

)

(30,006

)

(29,773

)

Acquisitions and investments in businesses

 

 

 

(63,731

)

(3,731

)

Proceeds from sale of assets

 

 

 

 

2,588

 

Net cash used in investing activities

 

(8,421

)

(14,545

)

(93,737

)

(30,916

)

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Payments on long-term debt and capital lease obligations

 

(1,196

)

(462

)

(66,049

)

(3,018

)

Proceeds from issuance of long-term debt

 

 

27

 

105,000

 

76

 

Credit agreement amendment fees and other

 

(1,909

)

 

(2,005

)

 

Proceeds from exercise of stock options and warrants

 

 

 

1,255

 

25

 

Net cash provided by (used in) financing activities

 

(3,105

)

(435

)

38,201

 

(2,917

)

Net increase in cash and cash equivalents

 

16,475

 

22,834

 

15,070

 

144,460

 

Cash and cash equivalents at beginning of period

 

46,013

 

184,114

 

47,418

 

62,488

 

Cash and cash equivalents at end of period

 

$

62,488

 

$

206,948

 

$

62,488

 

$

206,948

 

 


-----END PRIVACY-ENHANCED MESSAGE-----