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UAHC > SEC Filings for UAHC > Form 10-Q on 8-May-2009All Recent SEC Filings

Show all filings for UNITED AMERICAN HEALTHCARE CORP | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for UNITED AMERICAN HEALTHCARE CORP


8-May-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Forward-Looking Statements
The following Management's Discussion and Analysis of Financial Condition and Results of Operations and other sections of this report contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent our expectations or beliefs concerning future events, including statements regarding future plans and strategy for our business, earnings and the sufficiency of our cash balances and cash generated from operating, investing, and financing activities for our future liquidity and capital resource needs. We caution that although forward-looking statements reflect our good faith beliefs and reasonable judgment based upon current information, these statements are qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, because of risks, uncertainties, and factors including, but not limited, to: the ongoing U.S. recession, the termination of the TennCare contract, the review of strategic alternatives, on going litigation, the existing global credit and financial crisis and other changes in general economic conditions, and adverse changes in the health care industry. Other risks and uncertainties are detailed from time to time in reports filed with the SEC, and in particular those set forth under "Risk Factors" in our Annual Report on Form 10-K for fiscal 2008. Given such uncertainties, you should not place undue reliance on any such forward-looking statements. Except as required by law, we may not update these forward-looking statements, even if new information becomes available in the future.
Overview
We intend for the following discussion and analysis regarding the Company's results of operations, financial position and liquidity to provide you with information that will assist you in understanding our condensed consolidated financial statements. This discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes contained in this quarterly report.
The Management Companies provide comprehensive management and consulting services to UAHC Health Plan of Tennessee, Inc. ("UAHC-TN"), a managed care organization ("MCO") which is a wholly-owned, second-tier subsidiary of United American Healthcare Corporation. Since November 1993, UAHC-TN has had a contract with the State of Tennessee, Bureau of TennCare ("TennCare"), to arrange for the financing and delivery of health care services on a capitated basis to eligible Medicaid beneficiaries and non-Medicaid individuals who lack access to private or employer sponsored health insurance or to another government health plan. On April 22, 2008, the Company learned that UAHC-TN would no longer be authorized to provide managed care services as a TennCare contractor when its present TennCare contract expires. UAHC-TN's TennCare members transferred to other managed care organizations


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on November 1, 2008, after which UAHC-TN continues to perform its remaining contractual obligations through its TennCare contract expiration date of June 30, 2009. However, revenue under this contract was only earned through October 31, 2008. Revenue under this contract represented 40% and 59% of the Company's total revenue for the nine months ended March 31, 2009 and 2008, respectively. Total net loss related to this contract discontinuance is estimated to range between $4.6 million and $6.6 million, which includes claim processing costs, employee severance and retention payments, and other corporate general administrative expenses beginning November 2008 through June 2009. Through the third quarter of fiscal 2009, the Company incurred approximately $3.8 million of such estimated costs. The Company has subleased its leased Tennessee facility to a third party effective April 2009 and ending December 31, 2010. As of December 31, 2008, the Company recorded a liability of $0.1 million related to the remaining lease obligation. As a result of the impending contract termination, the Company also sold fixed assets and recognized a loss on disposal of $0.1 million during the second quarter of fiscal 2009. The discontinuance of the TennCare contract has had and will continue to have a material adverse impact on the Company's operations and financial statements. As of March 31, 2009, there were no TennCare enrollees in UAHC-TN. On October 10, 2006, UAHC-TN entered into a contract with the Centers for Medicare & Medicaid Services ("CMS") to act as a Medicare Advantage qualified organization. The contract authorizes UAHC-TN to serve members enrolled in both the Tennessee Medicaid and Medicare programs, commonly referred to as "dual-eligibles," specifically to offer a Special Needs Plan to its eligible members in Shelby County, Tennessee (including the City of Memphis), and to operate a Voluntary Medicare Prescription Drug Plan, both beginning January 1, 2007. The contract term is through December 31, 2009. As of May 1, 2009 there were approximately 647 enrollees in UAHC-TN's Medicare Advantage Special Needs Plan (our "MA-SNP").
The total number of employees of the Company at March 31, 2009 was 25 compared to 122 at March 31, 2008. The impending expiration of the TennCare contract has resulted in a substantial decrease in the total number of employees, and management expects a further substantial decrease by the contract's June 30, 2009 expiration date.

Operating Results
For the Three Months Ended March 31, 2009 Compared to the Three Months Ended March 31, 2008
Total revenue decreased $5.6 million (67%) to $2.7 million for the three months ended March 31, 2009, compared to $8.3 million for the three months ended March 31, 2008. The decrease was principally due to the complete transfer of UAHC-TN's TennCare enrollees to other managed care organizations on November 1, 2008 and the impending discontinuance of its managed care services as a TennCare contractor, as described in Note 5 to our Unaudited Condensed Consolidated Financial Statements in Part I, Item 1.


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Total fixed administrative fees related to TennCare's ASO program (as described under the heading "Liquidity and Capital Resources" below) decreased by $3.6 million (100%) to $0 for the three months ended March 31, 2009 compared to the three months ended March 31, 2008. The decrease is due to all enrollees being transferred to other managed care organizations on November 1, 2008. There were no variable administrative fees resulting from modified risk arrangement ("MRA") revenue, incentive bonus revenue based on performance relative to benchmarks, for the three months ended March 31, 2009. Variable administrative fees resulting from MRA revenue were $1.4 million for the three months ended March 31, 2008. The $1.4 million MRA revenue received in fiscal 2008 relates to the third quarter of fiscal 2006.
Our MA-SNP medical premiums revenue was $2.6 million for the three months ended March 31, 2009 compared to $2.9 million for the three months ended March 31, 2008. The decrease of $0.3 million (10%) is attributable to the decrease in our MA-SNP enrollees.
Our MA-SNP per member per month ("PMPM") premium rate for the three months ended March 31, 2009 was $1,236 compared to $1,232 for the three months ended March 31, 2008.
Total expenses decreased $4.7 million (45%) to $5.8 million for the three months ended March 31, 2009 as compared to $10.5 million for the three months ended March 31, 2008. The decrease in total expenses was primarily the result of a decrease in marketing, general and administrative expenses.
Medical expenses for our MA-SNP increased $0.1 million (4%) to $2.6 million for the three months ended March 31, 2009 compared to $2.5 million for the three months ended March 31, 2008. The ratio of such medical expenses to medical premiums revenue for our MA-SNP, expressed as a percentage - the medical loss ratio ("MLR") - was 95.0% for the three months ended March 31, 2009 compared to 87.5% for the three months ended March 31, 2008.
Marketing, general and administrative expenses decreased $1.4 million (31%) to $3.1 million for the three months ended March 31, 2009 from $4.5 million for the three months ended March 31, 2008. The decrease was principally due to reductions in labor costs, adminstrative costs and professional services expenses resulting from the impending TennCare contract expiration partially offset by severance and related expenses.
Income tax benefit was ($0.04) million for the three months ended March 31, 2009 compared to income tax expense of $1.5 million for the three months ended March 31, 2008. The Company's effective tax rate for the three months ended March 31, 2009 differs from the statutory rate of 34%. This difference is primarily related to the change in the deferred tax valuation allowance. Depreciation and amortization expense was $0.03 million for the three months ended March 31, 2009, a decrease from $0.05 million for the three months ended March 31, 2008.
Loss before income taxes was $3.1 million for the quarter ended March 31, 2009 compared to loss before income taxes of $2.3 million for the quarter ended March 31, 2008.


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Net loss was $3.0 million, or ($0.35) per basic share, for the quarter ended March 31, 2009, compared to net loss of $3.8 million, or ($0.43) per basic share, for the quarter ended March 31, 2008. The decrease is primarily due to the decrease in overall revenue resulting from the impending expiration of the TennCare contract.
For the Nine Months Ended March 31, 2009 Compared to the Nine Months Ended March 31, 2008
Total revenue decreased $7.5 million (35%) to $14.0 million for the nine months ended March 31, 2009, compared to $21.5 million for the nine months ended March 31, 2008. The decrease was principally due to the decrease in TennCare revenue primarily due to the transfer of UAHC-TN's TennCare enrollees to other managed care organizations on November 1, 2008 and the impending discontinuance of its managed care services as a TennCare contractor.
Fixed administrative fees related to TennCare's ASO program were $4.6 million for the nine months ended March 31, 2009, compared to $11.0 million for the nine months ended March 31, 2008. The $6.4 million (58%) decrease is due all enrollees being transferred to other managed care organizations on November 1, 2008.
Variable administrative fees resulting from MRA revenue were $0.9 million for the nine months ended March 31, 2009, compared to $1.7 million for the nine months ended March 31, 2008. The $0.9 million MRA revenue received in fiscal 2009 relates to fiscal 2008. The $1.7 million MRA revenue received in fiscal 2008 relates to the third quarter of fiscal 2006.
Our MA-SNP medical premiums revenue was $7.9 million for the nine months ended March 31, 2009 compared to $7.7 million for the nine months ended March 31, 2008. The increase of $0.2 million is attributable to the receipt of retroactive payments during the nine months ended March 31, 2009.
Our MA-SNP per member per month ("PMPM") premium rate for the nine months ended March 31, 2009 was $1,153 compared to $1,196 for the nine months ended March 31, 2008.
Total expenses decreased $5.2 million (22%) to $18.1 million for the nine months ended March 31, 2009 as compared to $23.3 million for the nine months ended March 31, 2008. The decrease is primarily due to a decrease in marketing, general and administrative expenses.
Medical expenses for our MA-SNP were $7.4 million for the nine months ended March 31, 2009, compared to $7.0 million for the nine months ended March 31, 2008. The ratio of such medical expenses to medical premiums revenue for our MA -SNP, expressed as a percentage - the medical loss ratio ("MLR") - was 94.6% for the nine months ended March 31, 2009 compared to 90.4% for the nine months ended March 31, 2008.
Marketing, general and administrative expenses decreased $2.3 million (18%) to $10.4 million for the nine months ended March 31, 2009 from $12.8 million for the nine months ended March 31, 2008. The decrease was principally due to reductions in labor


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costs, administrative costs and professional services expenses resulting from the impending TennCare contract expiration partially offset by severance and related expenses.
Depreciation and amortization expense was $0.1 million for the nine months ended March 31, 2009, compared to $0.1 million for the nine months ended March 31, 2008.
Income tax expense was $0.04 million for the nine months ended March 31, 2009 compared to $1.6 million for the nine months ended March 31, 2008. The Company's effective tax rate for the nine months ended March 31, 2009 is (1%) and differs from the statutory rate of 34%. This difference is primarily related to the change in the deferred tax valuation allowance and state income taxes. Loss before income taxes was $4.2 million for the nine months ended March 31, 2009 compared to a loss before income taxes of $1.8 million for the nine months ended March 31, 2008.
Net loss was $4.2 million, or ($0.48) per basic share, for the nine months ended March 31, 2009, compared to net loss of $3.4 million, or ($0.40) per basic share, for the nine months ended March 31, 2008. The decrease is primarily due to the decrease in overall revenue resulting from the impending expiration of the TennCare contract.

Liquidity and Capital Resources
At March 31, 2009, the Company had (i) cash and cash equivalents and short-term marketable securities of $14.9 million, compared to $19.5 million at June 30, 2008; (ii) working capital of $11.3 million, compared to working capital of $15.3 million at June 30, 2008; and (iii) a current assets-to-current liabilities ratio of 3.58-to-1, compared to 3.38-to-1 at June 30, 2008. Cash used in operating activities of $3.6 million in the nine months ended March 31, 2009 was primarily due to decreased revenue and income, resulting from the impending expiration of the TennCare contract. (See Note 5 to our Unaudited Condensed Consolidated Financial Statements in Part I, Item 1.) Cash provided by investing activities of $4.9 million was primarily due to net sales of marketable securities. Cash proceeds from the maturity of marketable securities of $28.8 million was offset by cash purchases of maturity securities of $24.0 million.
Cash used in financing activities of $1.0 million was primarily due to a share repurchase program. On November 25, 2008, the Company's board of directors approved the share repurchase program, authorizing the Company to repurchase up to $1.0 million of the Company's outstanding common stock. As of March 31, 2009, the Company had repurchased a total of 670,795 shares at an average price of $1.46 per share under the share repurchase program.
Cash flows were $0.3 million for the nine months ended March 31, 2009, compared to cash flows of $1.5 million for the comparable period a year earlier. The decrease in cash was


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principally due to a decrease in cash flow from operating activities as a result of the impending expiration of the TennCare contract, which offset cash provided by financing activities. (See Note 5 to our Unaudited Condensed Consolidated Financial Statements in Part I, Item 1.) Accounts receivable from the State of Tennessee decreased $1.0 million at March 31, 2009 compared to June 30, 2008, primarily due to the impending expiration of the TennCare contract. (See Note 5 to our Unaudited Condensed Consolidated Financial Statements in Part I, Item 1.) Property, plant and equipment decreased by $0.3 million at March 31, 2009 compared to June 30, 2008, due to the disposal of fixed assets associated with the sublease of the Tennessee facility and the recording depreciation of $0.1 million.
The Company's subsidiary, UAHC-TN, had a required minimum net worth requirement using statutory accounting practices of $7.1 million at March 31, 2009. UAHC-TN had excess statutory net worth of approximately $3.4 million at March 31, 2009. As described in Note 5 to our Unaudited Condensed Consolidated Financial Statements in Part I, Item 1, on April 22, 2008, we learned that UAHC-TN will cease providing managed care services as a TennCare contractor when its present TennCare contract expires. The discontinuance of the TennCare contract has had and will continue to have a material adverse impact on the Company's operations and financial statments.


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