Molina Healthcare, Inc 8-K, filed Nov 2, 2020
Molina Healthcare, Inc. (MOH)
About this 8-K
Molina Healthcare, Inc filed this 8-K on November 2, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.
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☐
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exclude certain tax payments that may represent a reduction in cash available to the Company;
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do not reflect the Company’s cash expenditures, or future requirements, for capital expenditures or contractual commitments;
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do not reflect changes in, or cash requirements for, the Company’s working capital needs;
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do not reflect the significant interest expense, or the cash requirements, necessary to service interest or principal payments on the Company’s debt;
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although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and
Adjusted EBITDA do not reflect any cash requirements for such replacements; and
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may be calculated differently than other companies in the Company’s industry, limiting their usefulness as comparative measures.
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Three Months
Ended September 30, (unaudited)
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Nine Months
Ended September 30,
(unaudited)
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2019
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2020
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2019
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2020
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(dollars in millions)
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Net income
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$
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175
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$
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185
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$
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569
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$
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639
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Adjustments:
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Depreciation, and amortization of intangible assets and capitalized software
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21
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23
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68
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64
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Interest expense
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22
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27
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67
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72
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Income tax expense
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58
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77
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181
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271
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EBITDA
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$
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276
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$
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312
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$
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885
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$
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1,046
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Stock-based compensation
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10
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15
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29
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43
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Non-cash or non-recurring charges(a)
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1
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10
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8
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10
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Adjusted EBITDA
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$
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287
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$
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337
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$
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922
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$
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1,099
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(a)
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Represents non-cash or non-recurring charges of (i) $1 million related to loss on debt extinguishment for the three months ended September 30, 2019, (ii) $10 million related to the premium deficiency
reserve in Puerto Rico for the three months ended September 30, 2020, (iii) $8 million related to loss on debt extinguishment for the nine months ended September 30, 2019 and (iv) $10 million related to the premium deficiency reserve in
Puerto Rico for the nine months ended September 30, 2020.
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Exhibit
No.
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Description
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104
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Cover page information from Molina Healthcare, Inc.’s Current Report on Form 8-K filed on November 2, 2020
formatted in iXBRL (Inline Extensible Business Reporting Language)
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MOLINA HEALTHCARE, INC. |
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Date: November 2, 2020
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By:
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/s/ Jeff D. Barlow
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Jeff D. Barlow,
Chief Legal Officer and Secretary
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Molina Healthcare Announces Proposed Offering of $650 Million of Senior Notes Due 2030
LONG BEACH, Calif.--(BUSINESS WIRE)--November 2, 2020--Molina Healthcare, Inc. (NYSE: MOH) (the “Company”) today announced that it intends to privately offer, subject to market and other conditions, $650 million aggregate principal amount of senior notes due 2030 (the “Notes”). The Company will make the offering pursuant to an exemption under the Securities Act of 1933, as amended (the “Securities Act”). The initial purchasers will offer the Notes only to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act and to certain persons outside the United States in reliance on Regulation S under the Securities Act (“Regulation S”).
The Notes will not be guaranteed by any of the Company’s subsidiaries at the time of issuance. The interest rate, offering price and other terms of the Notes will be determined by negotiations between the Company and the representative of the initial purchasers. The issuance of the Notes will be subject to customary closing conditions.
The Company intends to use approximately $346 million of the net proceeds from this offering to redeem the entire $330 million outstanding principal amount of its 4.875% senior notes due 2025, and to pay related fees and expenses. The Company intends to use the remaining net proceeds of this offering for general corporate purposes, which may include repayment of indebtedness, share repurchases, funding for acquisitions, capital expenditures, additions to working capital and capital contributions to the Company’s health plan subsidiaries to meet statutory requirements in new or existing states.
The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold within the United States or to, or for the benefit of, a U.S. person (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act.
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the Notes and shall not constitute an offer, solicitation or sale in any state or jurisdiction where such offer, solicitation or sale is prohibited.
About Molina Healthcare
Molina Healthcare, Inc., a FORTUNE 500 company, provides managed healthcare services under the Medicaid and Medicare programs and through the state insurance marketplaces. Through its locally operated health plans, Molina Healthcare served approximately 4.0 million members as of September 30, 2020. For more information about Molina Healthcare, please visit molinahealthcare.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This press release contains “forward-looking statements,” including statements related to the Company’s offering of the Notes and the intended use of net proceeds of the offering, which are subject to risks and uncertainties, including, without limitation, risks related to whether the Company will consummate the offering of the Notes on the expected terms, or at all, market and other general economic conditions, and whether the Company will be able to satisfy the conditions required to close any sale of the Notes. Additional information regarding the risk factors to which the Company is subject is provided in greater detail in its periodic reports and filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 2019 and in its quarterly reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020. These reports can be accessed under the investor relations tab of the Company’s website at molinahealthcare.com or on the SEC’s website at sec.gov. Given these risks and uncertainties, the Company can give no assurances that its forward-looking statements will prove to be accurate, or that any other results or events projected or contemplated by its forward-looking statements will in fact occur, and it cautions investors not to place undue reliance on these statements. All forward-looking statements in this release represent the Company’s judgment as of the date hereof, and, except as otherwise required by law, the Company disclaims any obligation to update any forward‑looking statements to conform the statement to actual results or changes in its expectations.
Contacts
Investor Contact: Julie Trudell, Julie.Trudell@molinahealthcare.com, 562-912-6720
Media Contact: Caroline Zubieta, Caroline.Zubieta@molinahealthcare.com, 562-951-1588