x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the quarterly period ended March 31, 2008
|
|
OR
|
|
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the transition period from ________________ to
________________
|
Florida
|
65-0635748
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
No.)
|
250
Australian Avenue, Suite 400
West
Palm Beach, FL
|
33401
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Large
accelerated filer ¨
|
Accelerated
filer x
|
|
Non-accelerated
filer ¨
|
(Do
not check if a smaller reporting company)
|
Smaller reporting company ¨ |
Class
|
Outstanding
at April 30, 2008
|
|
Common
Stock, $.001 par value per share
|
51,885,932
shares
|
Page
|
||
Part
I.
|
FINANCIAL
INFORMATION
|
3
|
Item
1.
|
Condensed
Consolidated Financial Statements (Unaudited):
|
3 |
Condensed
Consolidated Balance Sheets as of March 31, 2008 and December 31,
2007
|
3
|
|
Condensed
Consolidated Statements of Operations for the Three Months Ended
March 31,
2008 and 2007
|
4
|
|
Condensed
Consolidated Statements of Cash Flows for the Three Months Ended
March 31,
2008 and 2007
|
5
|
|
Notes
to Condensed Consolidated Financial Statements
|
6
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
13
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
24
|
Item
4.
|
Controls
and Procedures
|
25
|
PART
II.
|
OTHER
INFORMATION
|
26
|
Item
1A
|
Risk
Factors
|
26
|
Item
6.
|
Exhibits
|
26
|
SIGNATURES
|
27
|
March 31, 2008
|
|||||||
(unaudited)
|
December 31, 2007
|
||||||
ASSETS
|
|||||||
CURRENT
ASSETS
|
|||||||
Cash
and equivalents, including $15.0 million in 2008 and $13.0 million
in 2007
statutorily limited to use by the HMO
|
$
|
40,669,125
|
$
|
38,682,186
|
|||
Accounts
receivable, net
|
439,117
|
1,563,370
|
|||||
Inventory
|
229,173
|
196,154
|
|||||
Prepaid
expenses
|
850,161
|
739,307
|
|||||
Deferred
income taxes
|
2,917,755
|
2,905,755
|
|||||
Other
current assets
|
1,046,951
|
676,980
|
|||||
TOTAL
CURRENT ASSETS
|
46,152,282
|
44,763,752
|
|||||
PROPERTY
AND EQUIPMENT, net
|
2,033,107
|
2,181,119
|
|||||
INVESTMENT
|
688,997
|
688,997
|
|||||
GOODWILL,
net
|
2,587,332
|
2,585,857
|
|||||
DEFERRED
INCOME TAXES
|
1,606,932
|
1,403,082
|
|||||
OTHER
INTANGIBLE ASSETS, net
|
1,478,079
|
1,588,498
|
|||||
OTHER
ASSETS
|
597,514
|
599,742
|
|||||
TOTAL
ASSETS
|
$
|
55,144,243
|
$
|
53,811,047
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
CURRENT
LIABILITIES
|
|||||||
Accounts
payable
|
$
|
1,275,804
|
$
|
1,461,668
|
|||
Estimated
medical claims payable
|
7,286,770
|
7,016,632
|
|||||
Due
to CMS
|
2,802,044
|
2,695,087
|
|||||
Accrued
payroll and payroll taxes
|
1,670,543
|
2,546,295
|
|||||
Due
to Humana
|
2,098,098
|
753,466
|
|||||
Accrued
expenses
|
1,686,028
|
1,071,920
|
|||||
TOTAL
CURRENT LIABILITIES
|
16,819,287
|
15,545,068
|
|||||
COMMITMENTS
AND CONTINGENCIES
|
|||||||
STOCKHOLDERS'
EQUITY
|
|||||||
Preferred
stock, par value $.001 per share; stated value $100 per share; 10,000,000
shares authorized; 5,000 issued and outstanding, with a liquidation
preference of $529,167 and $516,667 in 2008 and 2007,
respectively
|
500,000
|
500,000
|
|||||
Common
stock, par value $.001 per share; 80,000,000 shares authorized; 51,845,932
and 51,556,732 issued and outstanding at March 31, 2008 and December
31,
2007, respectively
|
51,846
|
51,557
|
|||||
Additional
paid-in capital
|
43,708,330
|
43,311,741
|
|||||
Accumulated
deficit
|
(5,935,220
|
)
|
(5,597,319
|
)
|
|||
TOTAL
STOCKHOLDERS' EQUITY
|
38,324,956
|
38,265,979
|
|||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
55,144,243
|
$
|
53,811,047
|
|
Three Months Ended March 31,
|
||||||
2008
|
2007
|
||||||
(unaudited)
|
(unaudited)
|
||||||
REVENUE
|
$
|
76,014,498
|
$
|
68,101,456
|
|||
MEDICAL
EXPENSE
|
|||||||
Medical
claims expense
|
65,237,005
|
57,493,273
|
|||||
Medical
center costs
|
3,151,534
|
2,691,072
|
|||||
Total
Medical Expense
|
68,388,539
|
60,184,345
|
|||||
GROSS
PROFIT
|
7,625,959
|
7,917,111
|
|||||
OPERATING
EXPENSES
|
|||||||
Payroll,
payroll taxes and benefits
|
3,752,437
|
3,326,970
|
|||||
Marketing
and advertising
|
1,368,103
|
1,609,269
|
|||||
General
and administrative
|
3,131,096
|
2,991,378
|
|||||
Total
Operating Expenses
|
8,251,636
|
7,927,617
|
|||||
OPERATING
(LOSS)
|
(625,677
|
)
|
(10,506
|
)
|
|||
OTHER
INCOME:
|
|||||||
Investment
income
|
81,067
|
381,230
|
|||||
Other
income
|
2,859
|
2,548
|
|||||
Total
Other Income
|
83,926
|
383,778
|
|||||
(LOSS)
INCOME BEFORE INCOME TAXES
|
(541,751
|
)
|
373,272
|
||||
INCOME
TAX (BENEFIT) EXPENSE
|
(203,850
|
)
|
145,000
|
||||
NET
(LOSS) INCOME
|
$
|
(337,901
|
)
|
$
|
228,272
|
||
NET
(LOSS) EARNINGS PER COMMON SHARE:
|
|||||||
Basic
|
$
|
(0.01
|
)
|
$
|
-
|
||
Diluted
|
$
|
(0.01
|
)
|
$
|
-
|
Three Months Ended March 31,
|
|||||||
2008
|
2007
|
||||||
(unaudited)
|
(unaudited)
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||||||
Net
(loss) income
|
$
|
(337,901
|
)
|
$
|
228,272
|
||
Adjustments
to reconcile net (loss) income to net cash provided by/(used in)
operating
activities:
|
|||||||
Depreciation
and amortization
|
329,105
|
245,905
|
|||||
Share-based
compensation expense
|
290,598
|
156,768
|
|||||
Shares
issued for director fees
|
69,280
|
-
|
|||||
Excess
tax benefits from share-based compensation
|
(12,000
|
)
|
-
|
||||
Deferred
income taxes
|
(203,850
|
)
|
(147,000
|
)
|
|||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
receivable
|
1,124,253
|
(2,591,550
|
)
|
||||
Inventory
|
(33,019
|
)
|
(6,974
|
)
|
|||
Prepaid
expenses
|
(110,854
|
)
|
(188,144
|
)
|
|||
Other
current assets
|
(369,971
|
)
|
508,412
|
||||
Other
assets
|
(6,349
|
)
|
27,486
|
||||
Accounts
payable
|
(185,864
|
)
|
(101,495
|
)
|
|||
Accrued
payroll and payroll taxes
|
(875,752
|
)
|
619,327
|
||||
Estimated
medical expenses payable
|
270,138
|
740,263
|
|||||
Unearned
premium
|
-
|
1,560,995
|
|||||
Due
to CMS
|
106,957
|
3,131,207
|
|||||
Due
to Humana
|
1,344,632
|
-
|
|||||
Accrued
expenses
|
614,108
|
742,315
|
|||||
Net
cash provided by operating activities
|
2,013,511
|
4,925,787
|
|||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|||||||
Cash
paid for physician practice acquisition
|
(1,475
|
)
|
-
|
||||
Capital
expenditures
|
(62,097
|
)
|
(96,684
|
)
|
|||
Net
cash used in investing activities
|
(63,572
|
)
|
(96,684
|
)
|
|||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||||||
Proceeds
from exercise of stock options
|
25,000
|
700
|
|||||
Excess
tax benefits from share-based compensation
|
12,000
|
-
|
|||||
Net
cash provided by financing activities
|
37,000
|
700
|
|||||
NET
INCREASE IN CASH AND EQUIVALENTS
|
1,986,939
|
4,829,803
|
|||||
CASH
AND EQUIVALENTS - beginning of period
|
38,682,186
|
23,110,042
|
|||||
CASH
AND EQUIVALENTS - end of period
|
$
|
40,669,125
|
$
|
27,939,845
|
Three months ended March 31,
|
|||||||
2008
|
2007
|
||||||
Net
(loss) income
|
$
|
(338,000
|
)
|
$
|
228,000
|
||
Less:
Preferred stock dividend
|
(13,000
|
)
|
(13,000
|
)
|
|||
(Loss)
income available to common stockholders
|
$
|
(351,000
|
)
|
$
|
215,000
|
||
Denominator:
|
|||||||
Weighted
average common shares outstanding
|
51,185,000
|
50,270,000
|
|||||
Basic
(loss) earnings per common share
|
$
|
(0.01
|
)
|
$
|
0.00
|
||
(Loss)
income available to common stockholders, diluted
|
$
|
(351,000
|
)
|
$
|
215,000
|
||
Denominator:
|
|||||||
Weighted
average common shares outstanding
|
51,185,000
|
50,270,000
|
|||||
Common
share equivalents of outstanding stock: Options
and warrants
|
-
|
1,495,000
|
|||||
Weighted
average common shares outstanding
|
51,185,000
|
51,765,000
|
|||||
Diluted
(loss) earnings per common share
|
$
|
(0.01
|
)
|
$
|
0.00
|
·
|
Stock
options – 4,360,000
|
·
|
Convertible
preferred stock – 5,000
|
·
|
Unvested
restricted stock – 636,000
|
THREE
MONTHS ENDED MARCH 31, 2008
|
PSN
|
HMO
|
Total
|
|||||||
Revenues
from external customers
|
$
|
57,719,000
|
$
|
18,295,000
|
$
|
76,014,000
|
||||
Segment
gain (loss) before allocated overhead and income taxes
|
4,741,000
|
(2,652,000
|
)
|
2,089,000
|
||||||
Allocated
corporate overhead
|
1,298,000
|
1,333,000
|
2,631,000
|
|||||||
Segment
gain (loss) after allocated overhead and before income
taxes
|
3,443,000
|
(3,985,000
|
)
|
(542,000
|
)
|
|||||
Segment
assets
|
32,237,000
|
17,321,000
|
49,558,000
|
|||||||
Goodwill
|
2,587,000
|
-
|
2,587,000
|
THREE
MONTHS ENDED MARCH 31, 2007
|
PSN
|
HMO
|
Total
|
|||||||
Revenues
from external customers
|
$
|
57,093,000
|
$
|
11,009,000
|
$
|
68,102,000
|
||||
Segment
gain (loss) before allocated overhead and income taxes
|
6,499,000
|
(3,867,000
|
)
|
2,632,000
|
||||||
Allocated
corporate overhead
|
1,015,000
|
1,244,000
|
2,259,000
|
|||||||
Segment
gain (loss) after allocated overhead and before income
taxes
|
5,484,000
|
(5,111,000
|
)
|
373,000
|
||||||
Segment
assets
|
23,372,000
|
16,836,000
|
40,208,000
|
|||||||
Goodwill
|
1,992,000
|
-
|
1,992,000
|
·
|
the
PSN's ability to renew the Humana Agreements and maintain such agreements
on favorable terms;
|
·
|
our
ability to adequately predict and control medical expenses and to
make
reasonable estimates and maintain adequate accruals for incurred
but not
reported (“IBNR”) claims; and
|
·
|
the
HMO's ability to renew, maintain and/or successfully rebid for the
agreement with the Centers for Medicare and Medicaid Services
(“CMS”).
|
·
|
reductions
in government funding of Medicare
programs;
|
·
|
disruptions
in the PSN’s, the HMO's or Humana's healthcare provider
networks;
|
·
|
failure
to receive claims processing, billing services, data collection and
other
information on a timely basis from Humana or HF Administrative
Services;
|
·
|
failure
to receive, on a timely or accurate basis, customer information from
CMS;
|
·
|
future
legislation and changes in governmental
regulations;
|
·
|
increased
operating costs;
|
·
|
the
impact of Medicare Risk Adjustments on payments we receive from CMS
or
Humana;
|
·
|
the
impact of the Medicare prescription drug plan on our
operations;
|
·
|
loss
of significant contracts;
|
·
|
general
economic and business conditions;
|
·
|
increased
competition;
|
·
|
the
relative health of our patients;
|
·
|
changes
in estimates and judgments associated with our critical accounting
policies;
|
·
|
federal
and state investigations;
|
·
|
our
ability to grow our HMO customers in our current geographic markets
and
our ability to expand our HMO into new geographic
markets;
|
·
|
our
ability to successfully recruit and retain key management personnel
and
qualified medical professionals;
and
|
·
|
impairment
charges that could be required in future
periods.
|
March 31, 2008
|
March 31, 2007
|
|||||||||||||||
Customers
at End of
Period
|
Customer
Months For
Quarter
|
Customers
at End of
Period
|
Customer
Months for
Quarter
|
Percentage Change in
Customer Months
Between Quarters
|
||||||||||||
PSN
|
25,800
|
77,400
|
25,500
|
76,700
|
0.9
|
%
|
||||||||||
HMO
|
7,200
|
21,200
|
4,800
|
13,500
|
57.0
|
%
|
||||||||||
Total
|
33,000
|
98,600
|
30,300
|
90,200
|
Three
Months Ended March 31
|
$
Increase
|
%
|
|||||||||||
2008
|
2007
|
(Decrease)
|
Change
|
||||||||||
PSN
revenue from Humana
|
$
|
57,245,000
|
$
|
56,745,000
|
$
|
500,000
|
0.9
|
%
|
|||||
PSN
fee-for-service revenue
|
474,000
|
347,000
|
127,000
|
36.6
|
%
|
||||||||
Total
PSN revenue
|
57,719,000
|
57,092,000
|
627,000
|
1.1
|
%
|
||||||||
Percentage
of total revenue
|
75.9
|
%
|
83.8
|
%
|
|||||||||
HMO
revenue
|
18,295,000
|
11,009,000
|
7,286,000
|
66.2
|
%
|
||||||||
Percentage
of total revenue
|
24.1
|
%
|
16.2
|
%
|
|||||||||
Total
revenue
|
$
|
76,014,000
|
$
|
68,101,000
|
$
|
7,913,000
|
11.6
|
%
|
2008
|
2007
|
||||||||||||||||||
HMO
|
PSN
|
Consolidated
|
HMO
|
PSN
|
Consolidated
|
||||||||||||||
Estimated
medical expense for the quarter, excluding prior period claims
development
|
$
|
17,611,000
|
$
|
51,920,000
|
$
|
69,531,000
|
$
|
11,606,000
|
$
|
48,016,000
|
$
|
59,622,000
|
|||||||
(Favorable)
unfavorable prior period medical claims development in current period
based on actual claims submitted
|
$
|
(1,056,000
|
)
|
$
|
(86,000
|
)
|
$
|
(1,142,000
|
)
|
$
|
(1,050,000
|
)
|
$
|
1,613,000
|
$
|
563,000
|
|||
Total
reported medical expense for quarter
|
$
|
16,555,000
|
$
|
51,834,000
|
$
|
68,389,000
|
$
|
10,556,000
|
$
|
49,629,000
|
$
|
60,185,000
|
|||||||
Reported
Medical Expense Ratio for quarter
|
90.5
|
%
|
89.8
|
%
|
90.0
|
%
|
95.9
|
%
|
86.9
|
%
|
88.4
|
%
|
Three
Months Ended March 31,
|
Increase
|
%
|
|||||||||||
2008
|
2007
|
(Decrease)
|
Change
|
||||||||||
Payroll,
payroll taxes and benefits
|
$
|
3,752,000
|
$
|
3,327,000
|
$
|
425,000
|
12.8
|
%
|
|||||
Percentage
of total revenue
|
4.9
|
%
|
4.9
|
%
|
|||||||||
Marketing
and advertising
|
1,368,000
|
1,609,000
|
(241,000
|
)
|
-15.0
|
%
|
|||||||
Percentage
of total revenue
|
1.8
|
%
|
2.4
|
%
|
|||||||||
General
and administrative
|
3,131,000
|
2,991,000
|
140,000
|
4.7
|
%
|
||||||||
Percentage
of total revenue
|
4.1
|
%
|
4.4
|
%
|
|||||||||
Total
operating expenses
|
$
|
8,251,000
|
$
|
7,927,000
|
$
|
324,000
|
4.1
|
%
|
·
|
an
increase in the
amount due to Humana of $1.3
million;
|
·
|
a
decrease in accounts receivable of $1.1 million; and
|
·
|
an
increase in accrued expenses of
$614,000.
|
· |
a
decrease in accrued payroll and payroll taxes of
$876,000;
|
·
|
a
decrease in other current assets of $370,000;
and
|
·
|
our
net loss for the quarter of
$338,000.
|
3.1.
|
Articles
of Incorporation, as amended (1)
|
3.2
|
Amended
and Restated Bylaws (2)
|
10.1
|
Physician
Practice Management Participation Agreement, dated August 2, 2001,
between
Metropolitan of Florida, Inc. and Humana, Inc. (3)
|
10.2 |
Letter
of Agreement, dated February 2003, between Metropolitan of Florida,
Inc.
and Humana, Inc. (4)
|
10.3
|
Physician
Practice Management Participation Agreement, dated December 1, 1998,
between Metcare of Florida, Inc. and Humana, Inc.(5)
|
10.4 |
Supplemental
Stock Option Plan (6)
|
10.5 |
Omnibus
Equity Compensation Plan (7)
|
10.6
|
Amended
and Restated Employment Agreement between Metropolitan and Michael
M.
Earley dated January 3, 2005 (8)
|
10.7
|
Amended
and Restated Employment Agreement between Metropolitan and Robert
J. Sabo
dated November 9, 2006 (9)
|
10.8
|
Amended
and Restated Employment Agreement between Metropolitan and Roberto
L.
Palenzuela dated January 3, 2005 (8)
|
10.9 |
Employment
Agreement between Metcare of Florida, Inc. and Jose A. Guethon, M.D.
(5)
|
10.10
|
Form
of Option Award Agreement for Option Grants to Directors pursuant
to the
Omnibus Compensation Plan (5)
|
10.11
|
Form
of Option Award Agreement for Option Grants to Key Employees pursuant
to
the Omnibus Compensation Plan (5)
|
10.12
|
Form
of Option Award Agreement for Option Grants to Employees pursuant
to the
Omnibus Compensation Plan (5)
|
10.13
|
Agreement
between Metcare of Florida, Inc. and the Centers for Medicare and
Medicaid
Services (5)
|
10.14
|
Summary
of 2007 Annual Bonus Plan for Executive Officers and certain key
management employees (10)
|
10.15
|
Summary
of 2007 Director Compensation Plan (11)
|
10.16
|
Form
of Restricted Stock Award Agreement for Restricted Stock Grants to
Directors pursuant to the Omnibus Compensation Plan
(11)
|
10.17
|
Form
of Restricted Stock Award Agreement for Restricted Stock Grants to
Management pursuant to the Omnibus Compensation Plan
(11)
|
31.1
|
Certification
of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002*
|
31.2
|
Certification
of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002*
|
32.1
|
Certification
of the Chief Executive Officer and the Chief Financial Officer pursuant
to
Section 906 of the Sarbanes-Oxley Act of
2002**
|
METROPOLITAN
HEALTH NETWORKS, INC.
|
|
Registrant
|
|
Date:
May 6, 2008
|
/s/
Michael M. Earley
|
Michael
M. Earley
|
|
Chairman,
Chief Executive Officer
|
|
/s/
Robert J. Sabo
|
|
Robert
J. Sabo
|
|
Chief
Financial Officer
|