[X]
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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|
|
[
]
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
|
|
Delaware
|
42-1406317
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
Number)
|
|
|
7711
Carondelet Avenue
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|
St.
Louis, Missouri
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63105
|
(Address
of principal executive offices)
|
(Zip
Code)
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|
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PAGE
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Part
I
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|||
Financial
Information
|
|||
Item
1.
|
Financial
Statements
|
|
|
|
Consolidated
Balance Sheets as of September 30, 2007 and December 31, 2006
(unaudited)
|
||
|
Consolidated
Statements of Operations for the Three Months and Nine Months Ended
September 30, 2007 and 2006 (unaudited)
|
||
|
Consolidated
Statements of Cash Flows for the Nine Months Ended September 30,
2007 and
2006 (unaudited)
|
||
|
Notes
to the Consolidated Financial Statements (unaudited)
|
||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
||
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
||
Item
4.
|
Controls
and Procedures
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||
Part
II
|
|||
Other
Information
|
|||
Item
1.
|
Legal
Proceedings
|
||
Item
1A.
|
Risk
Factors
|
||
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
||
Item
6.
|
Exhibits
|
||
Signatures
|
|
September
30,
2007
|
December
31,
2006
|
||||||
|
(Unaudited)
|
|||||||
ASSETS
|
|
|
||||||
Current
assets:
|
|
|
||||||
Cash
and cash equivalents
|
$ |
275,048
|
$ |
271,047
|
||||
Premium
and related receivables
|
84,813
|
91,664
|
||||||
Short-term
investments, at fair value (amortized cost $48,312 and $67,199,
respectively)
|
48,095
|
66,921
|
||||||
Other
current assets
|
42,496
|
22,189
|
||||||
Total
current assets
|
450,452
|
451,821
|
||||||
Long-term
investments, at fair value (amortized cost $288,732 and $146,980,
respectively)
|
289,608
|
145,417
|
||||||
Restricted
deposits, at fair value (amortized cost $26,667 and $25,422,
respectively)
|
26,804
|
25,265
|
||||||
Property,
software and equipment, net
|
139,671
|
110,688
|
||||||
Goodwill
|
133,151
|
135,877
|
||||||
Other
intangible assets, net
|
13,829
|
16,202
|
||||||
Other
assets
|
32,725
|
9,710
|
||||||
Total
assets
|
$ |
1,086,240
|
$ |
894,980
|
||||
|
||||||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Medical
claims liabilities
|
$ |
316,617
|
$ |
280,441
|
||||
Accounts
payable and accrued expenses
|
102,728
|
72,723
|
||||||
Unearned
revenue
|
44,496
|
33,816
|
||||||
Current
portion of long-term debt
|
998
|
971
|
||||||
Total
current liabilities
|
464,839
|
387,951
|
||||||
Long-term
debt
|
201,140
|
174,646
|
||||||
Other
liabilities
|
11,712
|
5,960
|
||||||
Total
liabilities
|
677,691
|
568,557
|
||||||
Stockholders’
equity:
|
||||||||
Common
stock, $.001 par value; authorized 100,000,000 shares; issued and
outstanding 43,496,447 and 43,369,918 shares,
respectively
|
44
|
44
|
||||||
Additional
paid-in capital
|
217,746
|
209,340
|
||||||
Accumulated
other comprehensive income:
|
||||||||
Unrealized
gain (loss) on investments, net of tax
|
493
|
(1,251 | ) | |||||
Retained
earnings
|
190,266
|
118,290
|
||||||
Total
stockholders’ equity
|
408,549
|
326,423
|
||||||
Total
liabilities and stockholders’ equity
|
$ |
1,086,240
|
$ |
894,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three
Months Ended September 30,
|
|
|
Nine
Months Ended September 30,
|
|
||||||||||
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
||||
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Premium
|
|
$
|
730,253
|
|
|
$
|
610,661
|
|
|
$
|
2,087,219
|
|
|
$
|
1,522,302
|
|
Service
|
|
19,696
|
|
|
20,588
|
|
|
61,303
|
|
|
59,318
|
|
||||
Total
revenues
|
|
749,949
|
|
|
631,249
|
|
|
2,148,522
|
|
|
1,581,620
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical
costs
|
|
|
592,128
|
|
|
|
501,350
|
|
|
|
1,702,396
|
|
|
|
1,263,251
|
|
Cost
of services
|
|
|
13,622
|
|
|
|
15,373
|
|
|
|
45,922
|
|
|
|
45,278
|
|
General
and administrative expenses
|
|
|
121,139
|
|
|
|
99,984
|
|
|
|
350,601
|
|
|
|
239,647
|
|
Impairment
loss
|
—
|
81,098
|
—
|
81,098
|
||||||||||||
Gain
on sale of FirstGuard Missouri
|
|
—
|
|
|
—
|
|
|
(7,472
|
)
|
|
—
|
|
||||
Total
operating expenses
|
|
726,889
|
|
697,805
|
|
|
2,091,447
|
|
|
1,629,274
|
|
|||||
Earnings
(loss) from operations
|
|
|
23,060
|
|
|
|
(66,556
|
)
|
|
|
57,075
|
|
|
|
(47,654
|
)
|
Other
income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
and other income
|
|
|
6,352
|
|
|
|
4,625
|
|
|
|
16,801
|
|
|
|
12,056
|
|
Interest
expense
|
|
|
(4,171
|
)
|
|
(3,082
|
)
|
|
(11,516
|
)
|
|
(7,536
|
)
|
|||
Earnings
(loss) before income taxes
|
|
|
25,241
|
|
|
|
(65,013
|
)
|
|
|
62,360
|
|
|
|
(43,134
|
)
|
Income
tax expense (benefit)
|
|
9,305
|
|
6,180
|
|
|
(9,569
|
)
|
|
14,328
|
|
|||||
Net
earnings (loss)
|
|
$
|
15,936 |
|
|
$
|
(71,193 |
)
|
|
$
|
71,929 |
|
|
$
|
(57,462 |
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
earnings (loss) per common share
|
|
$
|
0.37
|
|
|
$
|
(1.65
|
)
|
|
$
|
1.65
|
|
|
$
|
(1.33
|
)
|
Diluted
earnings (loss) per common share
|
|
$
|
0.36
|
|
|
$
|
(1.65
|
)
|
|
$
|
1.61
|
|
|
$
|
(1.33
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
43,532,832
|
|
|
|
43,219,053
|
|
|
|
43,528,201
|
|
|
|
43,126,062
|
|
Diluted
|
|
|
44,628,560
|
|
|
|
43,219,053
|
|
|
|
44,787,981
|
|
|
|
43,126,062
|
|
|
Nine
Months Ended September
30,
|
|||||||
|
2007
|
2006
|
||||||
|
(Unaudited)
|
|||||||
|
|
|
||||||
Cash
flows from operating activities:
|
|
|
||||||
Net
earnings (loss)
|
$ |
71,929
|
$ | (57,462 | ) | |||
Adjustments
to reconcile net earnings (loss) to net cash provided by operating
activities —
|
||||||||
Depreciation
and amortization
|
20,381
|
15,286
|
||||||
Stock
compensation expense
|
11,753
|
11,168
|
||||||
Impairment
loss
|
—
|
87,091
|
||||||
Deferred
income taxes
|
(859 | ) | (4,493 | ) | ||||
Gain
on sale of FirstGuard Missouri
|
(7,472 | ) |
—
|
|||||
Changes
in assets and liabilities —
|
||||||||
Premium
and related receivables
|
6,855
|
(34,209 | ) | |||||
Other
current assets
|
(15,540 | ) |
2,705
|
|||||
Other
assets
|
(934 | ) | (455 | ) | ||||
Medical
claims liabilities
|
36,312
|
74,367
|
||||||
Unearned
revenue
|
10,680
|
4,816
|
||||||
Accounts
payable and accrued expenses
|
27,981
|
25,929
|
||||||
Other
operating activities
|
3,666
|
(188 | ) | |||||
Net
cash provided by operating activities
|
164,752
|
124,555
|
||||||
Cash
flows from investing activities:
|
||||||||
Purchases
of property, software and equipment
|
(41,774 | ) | (39,494 | ) | ||||
Purchases
of investments
|
(464,378 | ) | (235,501 | ) | ||||
Sales
and maturities of investments
|
341,450
|
200,155
|
||||||
Proceeds
from asset sales
|
14,102
|
—
|
||||||
Investments
in acquisitions and equity method investee, net of cash
acquired
|
(26,425 | ) | (66,921 | ) | ||||
Net
cash used in investing activities
|
(177,025 | ) | (141,761 | ) | ||||
Cash
flows from financing activities:
|
||||||||
Proceeds
from exercise of stock options
|
3,737
|
4,594
|
||||||
Proceeds
from borrowings
|
202,000
|
83,359
|
||||||
Payment
of long-term debt
|
(176,729 | ) | (12,505 | ) | ||||
Excess
tax benefits from stock compensation
|
1,028
|
2,094
|
||||||
Common
stock repurchases
|
(8,581 | ) | (7,214 | ) | ||||
Debt
issue costs
|
(5,181 | ) |
—
|
|||||
Net
cash provided by financing activities
|
16,274
|
70,328
|
||||||
Net
increase in cash and cash equivalents
|
4,001
|
53,122
|
||||||
Cash
and cash equivalents, beginning of period
|
271,047
|
147,358
|
||||||
Cash
and cash equivalents, end of period
|
$ |
275,048
|
$ |
200,480
|
||||
Interest
paid
|
$ |
4,480
|
$ |
7,582
|
||||
Income
taxes paid
|
$ |
6,965
|
$ |
5,223
|
Three
Months Ended
September
30,
|
Nine
Months Ended
September
30,
|
|||||||||||||||
|
2007
|
2006
|
2007
|
2006
|
||||||||||||
Net
earnings (loss)
|
$ |
15,936
|
$ | (71,193 | ) | $ |
71,929
|
$ | (57,462 | ) | ||||||
Shares
used in computing per share amounts:
|
||||||||||||||||
Weighted
average number of common shares outstanding
|
43,532,832
|
43,219,053
|
43,528,201
|
43,126,062
|
||||||||||||
Common
stock equivalents (as determined by applying the treasury stock
method)
|
1,095,728
|
—
|
1,259,780
|
—
|
||||||||||||
Weighted
average number of common shares and potential dilutive common shares
outstanding
|
44,628,560
|
43,219,053
|
44,787,981
|
43,126,062
|
||||||||||||
|
||||||||||||||||
Basic
earnings (loss) per common share
|
$ |
0.37
|
$ | (1.65 | ) | $ |
1.65
|
$ | (1.33 | ) | ||||||
|
||||||||||||||||
Diluted
earnings (loss) per common share
|
$ |
0.36
|
$ | (1.65 | ) | $ |
1.61
|
$ | (1.33 | ) |
|
Medicaid
Managed Care
|
Specialty
Services
|
Eliminations
|
Consolidated
Total
|
||||||||||||
Revenue
from external customers
|
$ |
687,801
|
$ |
62,148
|
$ |
—
|
$ |
749,949
|
||||||||
Revenue
from internal customers
|
19,841
|
105,225
|
(125,066 | ) |
—
|
|||||||||||
Total
revenue
|
$ |
707,642
|
$ |
167,373
|
$ | (125,066 | ) | $ |
749,949
|
|||||||
|
||||||||||||||||
Earnings
from operations
|
$ |
15,574
|
$ |
7,486
|
$ |
—
|
$ |
23,060
|
|
Medicaid
Managed Care
|
Specialty
Services
|
Eliminations
|
Consolidated
Total
|
||||||||||||
Revenue
from external customers
|
$ |
581,371
|
$ |
49,878
|
$ |
—
|
$ |
631,249
|
||||||||
Revenue
from internal customers
|
24,511
|
73,620
|
(98,131 | ) |
—
|
|||||||||||
Total
revenue
|
$ |
605,882
|
$ |
123,498
|
$ | (98,131 | ) | $ |
631,249
|
|||||||
|
||||||||||||||||
Earnings
(loss) from operations
|
$ | (69,008 | ) | $ |
2,452
|
$ |
—
|
$ | (66,556 | ) |
|
Medicaid
Managed Care
|
Specialty
Services
|
Eliminations
|
Consolidated
Total
|
||||||||||||
Revenue
from external customers
|
$ |
1,966,129
|
$ |
182,393
|
$ |
—
|
$ |
2,148,522
|
||||||||
Revenue
from internal customers
|
58,427
|
310,727
|
(369,154 | ) |
—
|
|||||||||||
Total
revenue
|
$ |
2,024,556
|
$ |
493,120
|
$ | (369,154 | ) | $ |
2,148,522
|
|||||||
|
||||||||||||||||
Earnings
from operations
|
$ |
38,736
|
$ |
18,339
|
$ |
—
|
$ |
57,075
|
|
Medicaid
Managed Care
|
Specialty
Services
|
Eliminations
|
Consolidated
Total
|
||||||||||||
Revenue
from external customers
|
$ |
1,444,413
|
$ |
137,207
|
$ |
—
|
$ |
1,581,620
|
||||||||
Revenue
from internal customers
|
67,513
|
140,100
|
(207,613 | ) |
—
|
|||||||||||
Total
revenue
|
$ |
1,511,926
|
$ |
277,307
|
$ | (207,613 | ) | $ |
1,581,620
|
|||||||
|
||||||||||||||||
Earnings
(loss) from operations
|
$ | (52,339 | ) | $ |
4,685
|
$ |
—
|
$ | (47,654 | ) |
|
|
Three
Months Ended September 30,
|
|
|
Nine
Months Ended
September
30,
|
|
||||||||||
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net
earnings (loss)
|
|
$
|
15,936
|
|
|
$
|
(71,193
|
)
|
|
$
|
71,929
|
|
|
$
|
(57,462
|
)
|
Reclassification
adjustment, net of tax
|
|
|
1
|
|
|
|
8
|
|
|
|
105
|
|
|
|
71
|
|
Change
in unrealized gain on investments, net of tax
|
|
1,538
|
|
|
912
|
|
1,639
|
|
|
327
|
||||||
Total
comprehensive earnings (loss)
|
|
$
|
17,475 |
|
|
$
|
(70,273 |
)
|
|
$
|
73,673 |
|
|
$
|
(57,064 |
)
|
|
—
|
Quarter-end
Medicaid Managed Care membership of
1,137,300.
|
|
—
|
Total
revenues of $749.9 million, an 18.8% increase over the comparable
period in 2006.
|
|
—
|
Medicaid
and SCHIP health benefits ratio, or HBR, of 79.0%, SSI HBR of 89.6%,
Specialty Services HBR of 81.7%.
|
|
—
|
Medicaid
Managed Care general and administrative, or G&A, expense ratio of
13.6% and Specialty Services G&A ratio of
15.1%.
|
|
—
|
Operating
earnings of $23.1 million.
|
|
—
|
Diluted
earnings per share of $0.36.
|
|
—
|
Operating
cash flows of $104.9 million.
|
|
—
|
In
February 2007, we began managing care for SSI recipients in the San
Antonio and Corpus Christi markets of Texas with 32,500 members at
September 30, 2007.
|
|
—
|
In
January, February, March and April 2007, we began managing care for
SSI
members in the Northeast, Southwest, Northwest and East Central regions
of
Ohio, respectively, with 19,900 members at September 30,
2007.
|
|
—
|
In
July 2006, we entered seven new counties in the East Central market
of Ohio, and in October 2006, we entered 17 new counties in the Northwest
market of Ohio.
|
|
—
|
In
September 2006, we expanded operations in Texas to include Medicaid
and
SCHIP members in the Corpus Christi, Austin and Lubbock markets,
with
27,300 members at September 30,
2007.
|
|
—
|
In
July 2007,
we
acquired a minority ownership interest in Access Health Solutions,
LLC, or Access, providing managed care for Medicaid recipients in
Florida,
with 86,900 members at September 30, 2007.
|
|
—
|
In
April 2007, we acquired PhyTrust of South Carolina, LLC, or PhyTrust,
a
physician-driven company providing service as a Medicaid Medical
Home
Network. At September 30, 2007, our non-risk membership in
South Carolina was 29,300 members. Additionally, we plan
to begin participating in the rollout of the state’s conversion to at-risk
managed care in late 2007.
|
|
—
|
During
the first quarter of 2007, we finalized the contractual terms of
the
Comprehensive Health Care for Children in Foster Care program award
with
the Texas Health and Human Services Commission, or HHSC. This statewide
program will provide managed care services to participants in the
Texas
Foster Care program. The State of Texas has announced that membership
operations are expected to commence April 1,
2008.
|
|
—
|
Effective
October 1, 2006, we began performing under our contract with the
Arizona
Health Care Cost Containment System to provide long-term care services
in
the Maricopa, Yuma and LaPaz counties in
Arizona.
|
|
|
Three
Months Ended September 30,
|
|
|
Nine
Months Ended September 30,
|
|
||||||||||||||||||
|
|
2007
|
|
|
2006
|
|
|
%
Change 2006-2007
|
|
|
2007
|
|
|
2006
|
|
|
%
Change 2006-2007
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Premium
revenue
|
|
$
|
730.2
|
|
|
$
|
610.6
|
|
|
|
19.6
|
%
|
|
$
|
2,087.2
|
|
|
$
|
1,522.3
|
|
|
|
37.1
|
%
|
Service
revenue
|
|
19.7
|
|
|
20.6
|
|
|
(4.3
|
)%
|
|
61.3
|
|
|
59.3
|
|
|
3.3
|
%
|
||||||
Total
revenues
|
|
|
749.9
|
|
|
|
631.2
|
|
|
|
18.8
|
%
|
|
|
2,148.5
|
|
|
|
1,581.6
|
|
|
|
35.8
|
%
|
Medical
costs
|
|
|
592.1
|
|
|
|
501.3
|
|
|
|
18.1
|
%
|
|
|
1,702.4
|
|
|
|
1,263.3
|
|
|
|
34.8
|
%
|
Cost
of services
|
|
|
13.6
|
|
|
|
15.4
|
|
|
|
(11.4
|
)%
|
|
|
45.9
|
|
|
|
45.3
|
|
|
|
1.4
|
%
|
General
and administrative expenses
|
|
|
121.1
|
|
|
|
100.0
|
|
|
|
21.2
|
%
|
|
|
350.6
|
|
|
|
239.7
|
|
|
|
46.3
|
%
|
Impairment
loss
|
—
|
81.1
|
—
|
%
|
—
|
81.1
|
—
|
%
|
||||||||||||||||
Gain
on sale of FirstGuard Missouri
|
|
—
|
|
—
|
|
|
—
|
%
|
|
(7.5
|
)
|
|
—
|
|
|
—
|
%
|
|||||||
Earnings
(loss) from operations
|
|
|
23.1
|
|
|
|
(66.6
|
)
|
|
|
—
|
%
|
|
|
57.1
|
|
|
|
(47.8
|
)
|
|
|
—
|
%
|
Investment
and other income, net
|
|
2.1
|
|
|
1.5
|
|
|
41.3
|
%
|
|
5.2
|
|
|
4.6
|
|
|
16.9
|
%
|
||||||
Earnings
(loss) before income taxes
|
|
|
25.2
|
|
|
|
(65.1
|
)
|
|
|
—
|
%
|
|
|
62.3
|
|
|
|
(43.2
|
)
|
|
|
—
|
%
|
Income
tax (benefit) expense
|
|
9.3
|
|
6.1
|
|
|
50.6
|
%
|
|
(9.6
|
)
|
|
14.3
|
|
|
—
|
%
|
|||||||
Net
earnings (loss)
|
|
$
|
15.9 |
|
|
$
|
(71.2 |
)
|
|
—
|
%
|
|
$
|
71.9 |
|
|
$
|
(57.5 |
)
|
|
—
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Diluted
earnings (loss) per common share
|
|
$
|
0.36 |
|
|
$
|
(1.65 |
)
|
|
—
|
%
|
|
$
|
1.61 |
|
|
$
|
(1.33 |
)
|
|
—
|
%
|
|
1.
|
Medicaid
Managed Care segment growth
|
|
September
30,
|
|||||||
|
2007
|
2006
|
||||||
Georgia
|
286,200
|
252,600
|
||||||
Indiana
|
156,300
|
198,100
|
||||||
New
Jersey
|
58,300
|
59,100
|
||||||
Ohio
|
127,500
|
88,300
|
||||||
South
Carolina
|
29,300
|
—
|
||||||
Texas
|
347,000
|
259,900
|
||||||
Wisconsin
|
132,700
|
167,100
|
||||||
Subtotal
|
1,137,300
|
1,025,100
|
||||||
|
||||||||
Kansas
and Missouri
|
—
|
144,600
|
||||||
Total
|
1,137,300
|
1,169,700
|
|
September
30,
|
|||||||
|
2007
|
2006
|
||||||
Medicaid
|
841,600
|
818,000
|
||||||
SCHIP
|
223,500
|
189,100
|
||||||
SSI
|
72,200
|
18,000
|
||||||
Subtotal
|
1,137,300
|
1,025,100
|
||||||
|
||||||||
Kansas
and Missouri Medicaid/SCHIP members
|
—
|
144,600
|
||||||
Total
|
1,137,300
|
1,169,700
|
|
2.
|
Premium
rate increases
|
|
3.
|
Specialty
Services segment growth
|
|
|
Three
Months Ended
September
30,
|
|
|
Nine
Months Ended
September
30,
|
|
||||||||||
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
||||
Medicaid
and SCHIP
|
|
|
79.0
|
%
|
|
|
82.0
|
%
|
|
|
80.5
|
%
|
|
|
82.8
|
%
|
SSI
|
|
|
89.6
|
|
|
|
84.1
|
|
|
|
88.2
|
|
|
|
86.2
|
|
Specialty
Services
|
|
|
81.7
|
|
|
|
82.9
|
|
|
|
78.9
|
|
|
|
83.5
|
|
|
|
Three
Months Ended
September
30,
|
|
|
Nine
Months Ended
September
30,
|
|
||||||||||
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
||||
Medicaid
Managed Care
|
|
|
13.6
|
%
|
|
|
13.1
|
%
|
|
|
13.5
|
%
|
|
|
12.5
|
%
|
Specialty
Services
|
|
|
15.1
|
|
|
|
17.0
|
|
|
|
15.5
|
|
|
|
18.3
|
|
|
·
|
our
ability to accurately predict and effectively manage health benefits
and
other operating expenses;
|
|
·
|
competition;
|
|
·
|
changes
in healthcare practices;
|
|
·
|
changes
in federal or state laws or
regulations;
|
|
·
|
inflation;
|
|
·
|
provider
contract changes;
|
|
·
|
new
technologies;
|
|
·
|
reduction
in provider payments by governmental
payors;
|
|
·
|
major
epidemics;
|
|
·
|
disasters
and numerous other factors affecting the delivery and cost of
healthcare;
|
|
·
|
the
expiration, cancellation or suspension of our Medicaid managed care
contracts by state
governments;
|
|
·
|
availability
of debt and equity financing on terms that are favorable to us;
and
|
|
·
|
general
economic and market
conditions.
|
Issuer
Purchases of Equity Securities (1)
Third
Quarter 2007
|
||||||||||||||||
Period
|
Total
Number of
Shares
Purchased
|
Average
Price
Paid
per
Share
|
Total
Number
of
Shares
Purchased
as
Part
of Publicly
Announced
Plans
or
Programs
|
Maximum
Number
of Shares
that
May Yet Be
Purchased
Under
the
Plans or
Programs
|
||||||||||||
July
1 – July 31, 2007
|
77,100
|
$ |
21.25
|
77,100
|
3,374,900
|
|||||||||||
August
1 – August 31, 2007
|
197,500
|
18.80
|
197,500
|
3,177,400
|
||||||||||||
September
1 – September 30, 2007
|
—
|
—
|
—
|
3,177,400
|
||||||||||||
TOTAL
|
274,600
|
$ |
19.49
|
274,600
|
3,177,400
|
|||||||||||
|
||||||||||||||||
(1) On
November 7, 2005 our Board of Directors adopted a stock repurchase
program
of up to 4,000,000 shares, which extends through October 31, 2008.
During the three months ended September 30, 2007, we did not repurchase
any shares other than through this publicly announced
program.
|
|
Exhibits.
|
EXHIBIT NUMBER
|
DESCRIPTION
|
|
|
|
|
10.1
|
Amendment
to the Contract between the Texas Health and Human Services Commission
and
Superior HealthPlan, Inc..
|
|
|
|
|
12.1
|
Computation
of ratio of earnings to fixed charges.
|
|
|
|
|
31.1
|
Certification
of Chairman, President and Chief Executive Officer pursuant to Rule
13(a)-14(a) under the Securities Exchange Act of 1934, as
amended.
|
|
|
|
|
31.2
|
Certification
of Executive Vice President and Chief Financial Officer pursuant
to Rule
13(a)-14(a) under the Securities Exchange Act of 1934, as
amended.
|
|
|
|
|
32.1
|
Certification
of Chairman, President and Chief Executive Officer pursuant to 18
U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act
of 2002.
|
|
|
|
|
32.2
|
Certification
of Executive Vice President and Chief Financial Officer pursuant
to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
|
|
|
CENTENE
CORPORATION
|
|
|
|
|
|
By:
|
/s/ MICHAEL
F.
NEIDORFF
|
|
Chairman,
President and Chief Executive Officer
(principal
executive officer)
|
|
|
|
|
By:
|
/s/
ERIC R. SLUSSER
|
|
Executive Vice
President and Chief Financial Officer
(principal financial
officer)
|
|
|
|
|
By:
|
/s/
J. PER BRODIN
|
|
Senior Vice
President, Chief Accounting Officer and Treasurer
(principal
accounting officer)
|