UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number: 001-32209

WELLCARE HEALTH PLANS, INC.

(Exact name of registrant as specified in its charter)

Delaware		47-0937650
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

8725 Henderson Road, Renaissance One Tampa, Florida		33634
(Address of principal executive offices)		(Zip Code)

(813) 290-6200

(Registrant’s telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

     As of July 29, 2005, there were 39,162,722 shares of the registrant’s common stock, par value $.01 per share, outstanding.

 

 

WELLCARE HEALTH PLANS, INC.

TABLE OF CONTENTS

Part I — FINANCIAL INFORMATION			1
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at June 30, 2005 and December 31, 2004			1
Condensed Consolidated Statements of Income for the three months and six months ended June 30, 2005 and 2004			2
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2005 and 2004			3
Notes to Condensed Consolidated Financial Statements			4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			10
Item 3. Quantitative and Qualitative Disclosures About Market Risk			19
Item 4. Controls and Procedures			19
Part II — OTHER INFORMATION			20
Item 1. Legal Proceedings			20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			20
Item 3. Defaults Upon Senior Securities			20
Item 4. Submission of Matters to a Vote of Security Holders			20
Item 5. Other Information			21
Item 6. Exhibits			22
Signatures			27
EX-10.19: CONTRACT NO. 0654
EX-31.1: SECTION 302 CERTIFICATION OF PRESIDENT AND CEO
EX-31.2: SECTION 302 CERTIFICATION OF CFO
EX-32.1: SECTION 906 CERTIFICATION OF PRESIDENT AND CEO
EX-32.2: SECTION 906 CERTIFICATION OF CFO

Part I — FINANCIAL INFORMATION

Item 1:Financial Statements

WELLCARE HEALTH PLANS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except share data)

		June 30,				December 31,
		2005				2004
Assets
Current Assets:
Cash and cash equivalents	$		253,495		$		397,627
Investments			178,090				75,515
Premiums and other receivables, net			64,241				52,170
Prepaid expenses and other current assets			4,138				6,119
Income taxes receivable			10,917				1,615
Deferred income taxes			10,744				15,362
Total current assets			521,625				548,408
Property and equipment, net			22,408				12,587
Goodwill			185,779				180,848
Other intangibles, net			22,974				25,441
Restricted investment assets			35,805				31,473
Other assets			136				279
Total Assets	$		788,727		$		799,036
Liabilities and Stockholders’ Equity
Current Liabilities:
Medical benefits payable	$		212,327		$		190,595
Unearned premiums			233				63,449
Accounts payable and accrued expenses			39,895				35,520
Current portion of long-term debt			1,600				1,600
Total current liabilities			254,055				291,164
Notes payable to related party			25,000				25,000
Long-term debt			156,181				156,901
Deferred income taxes			16,665				14,818
Other liabilities			1,622				2,522
Total liabilities			453,523				490,405
Commitments and contingencies (see Note 4)
Stockholders’ Equity:
Preferred Stock, $0.01 par value (20,000,000 authorized, no shares issued or outstanding)
Common Stock, $0.01 par value (100,000,000 authorized, 39,161,067 and 38,590,655 shares issued and outstanding at June 30, 2005 and December 31, 2004, respectively)			392				386
Paid-in capital			232,560				230,804
Retained earnings			102,237				77,444
Accumulated other comprehensive income (expense)			15				(3	)
Total stockholders’ equity			335,204				308,631
Total Liabilities and Stockholders’ Equity	$		788,727		$		799,036

See notes to condensed consolidated financial statements.

WELLCARE HEALTH PLANS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited, in thousands, except per share and unit data)

		Three Months								Six Months
		Ended June 30,								Ended June 30,
		2005				2004				2005				2004
Revenues:
Premium	$		450,188		$		320,740		$		866,054		$		621,990
Investment and other income			3,488				691				6,503				1,277
Total revenues			453,676				321,431				872,557				623,267
Expenses:
Medical benefits			365,804				263,784				710,730				515,219
Selling, general and administrative			59,093				39,121				110,341				75,912
Depreciation and amortization			2,048				2,026				4,090				3,685
Interest			3,566				1,846				6,771				4,111
Total expenses			430,511				306,777				831,932				598,927
Income before income taxes			23,165				14,654				40,625				24,340
Income tax expense			9,011				5,718				15,831				9,582
Net income	$		14,154				8,936		$		24,794				14,758
Class A common unit yield							(1,601	)							(3,172	)
Net income attributable to common units					$		7,335						$		11,586
Net income per share (see Note 1):
Net income per share — basic	$		0.38						$		0.66
Net income per share — diluted	$		0.36						$		0.64
Net income attributable per common unit (see Note 1):
Net income attributable per common unit — basic					$		0.26						$		0.42
Net income attributable per common unit — diluted					$		0.23						$		0.36
Pro forma net income per common share (see Note 1):
Pro forma net income per common share — basic					$		0.32						$		0.51
Pro forma net income per common share — diluted					$		0.28						$		0.44

See notes to condensed consolidated financial statements.

WELLCARE HEALTH PLANS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

		Six Months
		Ended June 30,
		2005				2004
Cash from operating activities:
Net income		$	24,794			$	14,758
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization expense			4,090				3,685
Realized gains on investments			18				(2	)
Equity-based compensation expense			1,171				1,322
Accreted interest			80				298
Deferred taxes, net			6,465				373
Provision for doubtful receivables			—				1,547
Net gain on loan prepayment			—				(2,697	)
Changes in operating accounts, net of effect of acquisition:
Premiums and other receivables			(12,071	)			(2,809	)
Prepaid expenses and other current assets			2,084				(6,538	)
Medical benefits payable			21,732				7,240
Unearned premiums			(63,216	)			(49,489	)
Accounts payable and accrued expenses			4,250				2,822
Accrued interest			(812	)			(609	)
Taxes payable			(9,302	)			1,516
Other liabilities			(53	)			—
Net cash used in operations			(20,770	)			(28,583	)
Cash from investing activities:
Purchase of business			(4,931	)			(36,542	)
Proceeds from sale and maturities of investments, net			25,719				48
Purchases of investments			(128,294	)			(5,327	)
Purchases and dispositions of restricted investments			(4,332	)			(4,886	)
Additions to property and equipment, net			(11,496	)			(1,274	)
Net cash used in investing activities			(123,334	)			(47,981	)
Cash from financing activities:
Contribution of capital			—				95
Proceeds from options exercised			772				—
Proceeds from debt issuance, net			—				159,200
Payments on debt			(800	)			(104,792	)
Net cash (used in) provided by financing activities			(28	)			54,503
Cash and cash equivalents:
Decrease during period			(144,132	)			(22,061	)
Balance at beginning of period			397,627				237,321
Balance at end of period		$	253,495			$	215,260
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION —
Cash paid for taxes		$	18,671			$	4,601
Cash paid for interest		$	6,841			$	6,021

See notes to condensed consolidated financial statements.

WELLCARE HEALTH PLANS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except member, share and unit data)

1.

ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     WellCare Health Plans, Inc., a Delaware corporation (the “Company”), provides managed care services targeted exclusively to government-sponsored healthcare programs, focusing on Medicaid and Medicare. Through its health plans, the Company offers a diverse array of products, primarily Medicaid and related state programs, such as the State Children’s Health Insurance Program (“S-CHIP”), and Medicare programs, serving approximately 808,000 members as of June 30, 2005. Through its health maintenance organization (“HMO”) subsidiaries, the Company operates in the states of Florida, Illinois, Indiana, New York, Connecticut, Louisiana and Georgia. The Company has also formed a domestic Florida insurance company through which it intends to operate its prescription drug plan business.

History

     WellCare Holdings, LLC (“Holdings”), a Delaware limited liability corporation, was formed in May 2002 for the purpose of acquiring various subsidiaries that operate health plans focused on government programs in various states. Holdings began operating in August 2002 in conjunction with the acquisition of its indirect operating subsidiaries and did not have any activity from May 2002 through July 2002. The Company, formerly known as WellCare Group, Inc., became the successor to Holdings following a reorganization (the “Reorganization”) that took place immediately prior to the closing of the Company’s initial public offering in July 2004. The Reorganization was effected through a merger of Holdings with and into the Company, a wholly-owned subsidiary of Holdings. The Company issued an aggregate of 29,735,757 shares of the Company’s common stock in exchange for all of the outstanding membership interests in Holdings, plus accrued yields, pursuant to the merger. Upon consummation of the merger, the Company changed its name to WellCare Health Plans, Inc.

     In July 2004, the Company completed its initial public offering, at a price of $17 per share, whereby 1,100,000 shares were sold by a seller shareholder and 7,333,333 shares were sold by the Company. The offering resulted in net proceeds to the Company of approximately $112.3 million.

     In December 2004, the Company completed a follow-on public offering of common stock whereby 6,000,000 shares were sold by selling stockholders and 1,500,000 shares were sold by the Company. The Company received net proceeds of approximately $44.9 million from this offering.

     In June 2005, the Company completed an additional follow-on public offering of common stock whereby 7,475,000 shares were sold by selling stockholders. The Company received no proceeds from this offering.

Basis of Presentation

     The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the consolidated and combined financial statements and notes thereto for the fiscal year ended December 31, 2004 included in the Registration Statement on Form S-1 (No. 333-125680), filed with the Securities and Exchange Commission (the “SEC”) in June 2005, as amended (the “2005 Form S-1”). In the opinion of the Company’s management, the interim financial statements reflect all normal recurring adjustments which the Company considers necessary for the fair presentation of the financial position and results of operations and cash flows for the interim periods presented. The interim financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. Results for the interim periods presented are not necessarily indicative of results that may be expected for the entire year or any other interim period.

WELLCARE HEALTH PLANS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(In thousands, except member, share and unit data)

     Certain 2004 amounts in the condensed consolidated financials statements have been reclassified to conform to the 2005 presentation. These reclassifications have no effect on net income, total assets, liabilities or stockholders’ equity as previously reported.

Earnings Per Common Share and Earnings Attributable Per Common Unit

     We compute basic earnings per common share on the basis of the weighted average number of unrestricted common shares outstanding. Diluted earnings per common share is computed on the basis of the weighted average number of restricted common shares outstanding plus the dilutive effect of outstanding employee stock options and restricted shares using the treasury stock method.

     Basic net income attributable per unit is computed by dividing the net income less the Class A common unit yield for the period by the weighted average number of units outstanding during the period, less units outstanding. Diluted net income attributable per unit is computed by dividing the net income for the period less the Class A common unit yield by the weighted average number of units outstanding during the period, plus, other potentially dilutive securities, including the unvested units.

     Holdings’ historic capital structure is not indicative of the Company’s current structure due to the automatic conversion of all units of Holdings into common stock of the Company immediately prior to the closing of the Company’s initial public offering. Accordingly, historic basic and diluted net income attributable per common unit should not be used as an indicator of the future earnings per common share. The pro forma information in the condensed consolidated statements of income assumes conversion of all outstanding units of Holdings into shares of the Company’s common stock resulting from the completion of the initial public offering as if it had occurred at the beginning of all periods presented. Pro forma net income per share is computed using the weighted average number of common shares outstanding, including the pro forma effects of automatic conversion of all outstanding common units into shares of the Company’s common stock effective immediately prior to the closing of the Company’s initial public offering on July 7, 2004.

     The components of total shares outstanding at June 30, 2005 and December 31, 2004, are as follows:

		June 30,				December 31,
		2005				2004
Common Shares Outstanding			34,836,062				34,681,436
Vested restricted shares			2,918,076				2,432,280
Unvested restricted shares			1,406,929				1,476,939
Options outstanding			2,656,726				2,415,075
Total Shares outstanding including options			41,817,793				41,005,730

WELLCARE HEALTH PLANS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(In thousands, except member, share and unit data)

     The following table presents the calculation of net income per common share – basic and diluted and net income attributable per common unit – basic and diluted:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2005				2004				2005				2004
		(unaudited)								(unaudited)
Numerator:
Net income — basic and diluted		$	14,154			$	8,936			$	24,794			$	14,758
Class A common unit yield							(1,601	)							(3,172	)
Net income attributable to common unit						$	7,335							$	11,586
Denominator
Weighted average common shares outstanding — basic			37,573,264								37,412,929
Dilutive effects of:
Stock options			797,291								814,668
Unvested restricted common shares			486,272								646,523
Weighted average common shares outstanding — diluted			38,856,827								38,874,120
Weighted average units outstanding — basic							27,877,804								27,745,863
Adjustment for unvested outstanding Class C common units and equity options issued							4,377,773								4,492,223
Weighted average units outstanding — diluted							32,255,577								32,238,086
Pro forma weighted average shares outstanding — basic							22,668,819								22,561,532
Pro forma weighted average shares outstanding — diluted							26,228,603								26,214,381
Net income per common share:
Net income per common share — basic		$	0.38							$	0.66
Net income per common share — diluted		$	0.36							$	0.64
Net income attributable per common unit:
Net income attributable per common unit — basic						$	0.26							$	0.42
Net income attributable per common unit — diluted						$	0.23							$	0.36
Pro forma net income per common share:
Pro forma net income per common share — basic						$	0.32							$	0.51
Pro forma net income per common share — diluted						$	0.28							$	0.44

     Certain options to purchase common stock were not included in the calculation of diluted earnings per common share because their exercise prices were greater than the average market price of the Company’s common stock for the period and, therefore, the effect would be antidilutive. For the three months ended June 30, 2005, these excluded weighted options outstanding totaled approximately 100,000 shares with exercise prices ranging from $33.60 to $36.88 per share.

WELLCARE HEALTH PLANS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(In thousands, except member, share and unit data)

Equity-Based Compensation

     The following table illustrates the effect on net income, and net income attributable to common units, net income per common share and net income attributable per common unit as if the fair value based method had been applied to all awards:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2005				2004				2005				2004
		(unaudited)
Net income, as reported		$	14,154			$	8,936			$	24,794			$	14,758
Reconciling items (net of tax effects):
Add: equity-based employee compensation expense determined under the intrinsic-value based method for all awards			286				300				724				458
Deduct: equity-based employee compensation expense determined under the fair-value based method for all awards			(1,983	)			(758	)			(4,088	)			(1,257	)
Net adjustment			(1,697	)			(458	)			(3,364	)			(799	)
Net income, as adjusted		$	12,457				8,478			$	21,430				13,959
Class A common unit yield							(1,601	)							(3,172	)
Adjusted net income attributable to common units						$	6,877							$	10,787
Net income per common share:
Basic-as reported		$	0.38							$	0.66
Basic-as adjusted		$	0.33							$	0.57
Diluted-as reported		$	0.36							$	0.64
Diluted-as adjusted		$	0.32							$	0.55
Net income attributable per common unit:
Basic-as reported						$	0.26							$	0.42
Basic-as adjusted						$	0.25							$	0.39
Diluted-as reported						$	0.23							$	0.36
Diluted-as adjusted						$	0.21							$	0.33

     The Company has equity-based compensation plans for the benefit of its eligible associates, consultants and directors. The Company accounts for equity-based compensation under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.” The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” and SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure.”

Recently Issued Accounting Standards

     In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123 (revised 2004), “Share-Based Payment” (SFAS 123(R)), which amends FASB Statement Nos. 123 and 95. SFAS 123(R) requires all companies to measure compensation expense for all share-based payments (including employee stock options) at fair value and recognize the expense over the related service period (usually the vesting period). The grant-date fair value of the award will be estimated using option-pricing models. The Company is required to adopt SFAS 123(R) beginning January 1, 2006 under either a modified-prospective or modified-retrospective approach. The effect of expensing stock options under a fair value approach using the Black-Scholes pricing model is disclosed under the section titled, Earnings Per Common Share and Earnings Attributable Per Common Unit. The Company is currently evaluating the provisions of SFAS 123(R) and the expected effect on the Company including, among other items, selecting an option pricing model and determining the transition method.

     In May 2005, SFAS No. 154, “Accounting Changes and Error Corrections – replacement of APB Opinion No. 20 and FASB Statement No. 3,” (SFAS No. 154) was issued. SFAS No. 154 changes the accounting for and reporting of a change in accounting principle by requiring retrospective applications to prior periods’ financial statements of changes in accounting principle unless impracticable. SFAS No. 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005. The Company does not expect the adoption of SFAS No. 154 to have a material impact on its results of operations, financial position or cash flows.

WELLCARE HEALTH PLANS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(In thousands, except member, share and unit data)

2. BUSINESS ACQUISITION

     In June 2004, the Company acquired Harmony Health Systems, Inc. and its subsidiaries, (collectively, “Harmony”) pursuant to the terms of a merger agreement entered into in March 2004, for $50,296, including acquisition costs of $1,609. In June 2005, the Company made a subsequent payment of $4,932 as an adjustment in the purchase price to account for excess reserves for medical claims as of December 31, 2003. The payment was recorded as an addition to goodwill during the quarter ended June 30, 2005. The results of Harmony’s operations have been included in the condensed consolidated financial statements since the acquisition date.

3. SEGMENT REPORTING

     The Company has two reportable segments: Medicaid and Medicare. The segments were determined based upon the type of governmental administration, regulation and funding of the health plans. Segment performance is evaluated based upon earnings from operations without corporate allocations. Accounting policies of the segments are consistent with those applied at the December 31, 2004 year end.

     The Medicaid segment includes operations which provide healthcare services to recipients that are eligible for state supported programs including Medicaid and family and children’s health programs. The Medicare segment includes operations which provide healthcare services to recipients who are eligible for the federally supported Medicare program. The Company no longer operates a commercial line of business.

     Asset, liability and equity amounts by segment have not been disclosed, as they are not reported by segment internally by the Company.

		Three Months								Six Months
		Ended June 30,								Ended June 30,
		2005				2004				2005				2004
Premium revenue:
Medicaid		$	330,533			$	240,479			$	639,743			$	456,599
Medicare			119,655				79,695				226,311				164,255
Corporate and other			—				566				—				1,136
Total			450,188				320,740				866,054				621,990
Medical benefits expense:
Medicaid			269,500				197,569				527,496				380,631
Medicare			96,304				66,726				183,234				134,695
Corporate and other			—				(511	)			—				(107	)
Total			365,804				263,784				710,730				515,219
Gross profit:
Medicaid			61,033				42,910				112,247				75,968
Medicare			23,351				12,969				43,077				29,560
Corporate and other			—				1,077				—				1,243
Total		$	84,384			$	56,956			$	155,324			$	106,771

WELLCARE HEALTH PLANS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Concluded)

(In thousands, except members, share and unit data)

4. COMMITMENTS AND CONTINGENCIES

     The Company is involved in legal actions in the normal course of business, some of which seek monetary damages, including claims for punitive damages, which are not covered by insurance. These actions, when finally concluded and determined, will not, in the opinion of management have a material adverse effect on its financial position, results of operations or cash flows. The Company believes that it has obtained adequate insurance or rights to indemnification or, where appropriate, has established adequate reserves in connection with these legal proceedings.

5. INCOME TAXES

     The Company uses the asset and liability method of accounting for income taxes. At June 30, 2005, net deferred tax liabilities were approximately $5,921. In assessing the realizability of deferred tax assets, management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. The Company expects the deferred tax assets to be realized through the generation of future taxable income and the reversal of existing taxable temporary differences.

6. CREDIT AGREEMENT

     In May 2004, the Company and certain subsidiaries entered into a credit agreement (the “Credit Agreement”) and obtained two new credit facilities, consisting of a senior secured term loan facility in the amount of $160,000 and a revolving credit facility in the amount of $50,000, of which $10,000 is available for short-term borrowings on a swingline basis. Interest is payable quarterly, currently at the six month LIBOR rate option of 6.49%. The term loan matures in May 2009, and the revolving credit facility will mature in May 2008. The Company is a party to this agreement for the purpose of guaranteeing the indebtedness of its subsidiaries that are parties to the agreement. The revolving credit facility has not been utilized.

     The Credit Agreement contains various restrictive covenants which limit, among other things, the Company’s ability to incur indebtedness and liens and to enter into business combination transactions. In addition, the Company must maintain certain fixed charge and leverage ratios. The Company believes that it is in compliance with all the financial and non-financial covenants at June 30, 2005.

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

     The following discussion of our financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated interim financial statements and the notes to those statements appearing elsewhere in this report, our audited consolidated and combined financial statements and the notes thereto for the year ended December 31, 2004, appearing in the 2004 Form 10-K and additional disclosures made in our 2005 Form S-1 filing.

     This Quarterly Report on Form 10-Q contains “forward-looking” statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “may,” “will,” “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “predicts,” “potential,” “continues” and similar expressions are forward-looking statements.

     Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual future results to differ materially from those projected or contemplated in the forward-looking statements. These risks and uncertainties include, but are not limited to:

	•		the potential expiration, cancellation or suspension of our state or federal contracts;
	•		the potential denial by the Centers for Medicare & Medicaid Services of our expansion or prescription drug plan applications;
	•		our lack of prior operating history, including lack of experience with network providers and health benefits management, in expansion markets or in the prescription drug plan business;
	•		our ability to accurately predict and effectively manage health benefits and other operating expenses;
	•		our ability to accurately estimate incurred but not reported medical costs;
	•		risks associated with future changes in healthcare laws;
	•		potential reductions in funding for government healthcare programs;
	•		risks associated with periodic government reimbursement rate adjustments;
	•		regulatory changes and developments, including potential marketing restrictions or sanctions and premium recoupment;
	•		potential fines, penalties or operating restrictions resulting from regulatory audits, examinations, investigations or other inquiries;
	•		risks associated with our acquisition strategy;
	•		risks associated with our efforts to expand into additional states and counties;
	•		risks associated with our substantial debt obligations; and
	•		risks associated with our business obligations, including our ability to attract and retain qualified management personnel.

     Additional information concerning these and other important risks and uncertainties can be found under the heading “Risk Factors” in the 2005 Form S-1. We specifically disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

Overview

     We provide managed care services targeted exclusively to government-sponsored healthcare programs, focusing on Medicaid and Medicare. Our business currently operates health plans in Florida, New York, Connecticut, Illinois, Indiana, Louisiana and Georgia, serving approximately 808,000 members as of June 30, 2005. The following tables summarize our membership by state and by program as of June 30, 2005 and 2004.

		June 30,				June 30,
		2005				2004
State
Florida			538,000				510,000
Indiana			82,000				35,000
New York			80,000				63,000
Illinois			73,000				59,000
Connecticut			34,000				28,000
Louisiana			1,000				—
			808,000				695,000
Program
Medicaid			749,000				653,000
Medicare			59,000				42,000
			808,000				695,000

     The Company recently became licensed and received approval to offer Medicaid and Medicare services to beneficiaries in Georgia. As of June 30, 2005, the Company did not have any members in Georgia.

     We enter into contracts generally on an annual basis with government agencies that administer health benefits programs. We receive premiums from state and federal agencies for the members that are assigned to or have selected us to provide healthcare services under each benefit program. The amount of premiums we receive for each member is fixed, although it varies according to demographics, including the government program, and the member’s geographic location, age and sex. Further, the premiums we receive under each of our government benefit plans are generally determined at the beginning of the contract period. These premiums are subsequently adjusted, up or down, generally at the commencement of each new contract period, although the states also have the ability to adjust the rates during the term of the contract. As the result of these periodic premium rate adjustments, we cannot predict with certainty what our future revenues will be under each of our government contracts.

     Our largest expense is the cost of medical benefits that we provide, which is based primarily on our arrangements with healthcare providers. Our profitability depends in part on our ability to predict and effectively manage medical benefits expense relative to the fixed premiums we receive. Our arrangements with providers fall into two broad categories: capitation arrangements, where we pay the providers a fixed fee per member, and fee-for-service and risk-sharing arrangements, where we assume all or part of the risk of the cost of the healthcare provided. Generally, capitation payments represent less than 20% of our total medical benefits expense. Other components of medical benefits expense are variable and require estimation and ongoing cost management.

     Estimation of medical benefits expense is our most significant critical accounting estimate. See “Management Discussion and Analyses of Financial Condition and Results of Operations — Critical Accounting Policies.”

     We use a variety of techniques to manage our medical benefits expense, including payment methods to providers, referral requirements, quality and disease management programs, reinsurance and member co-payments and premiums for some of our Medicare plans. National healthcare costs have been increasing at a higher rate than the general inflation rate, however, and relatively small changes in our medical benefits expense relative to premiums that we receive can create significant changes in our financial results. Changes in healthcare laws, regulations and practices, levels of use of healthcare services, competitive pressures, hospital costs, major epidemics, terrorism or bio-terrorism, new medical technologies and other external factors could reduce our ability to manage our medical benefits expense effectively.

     One of our primary management tools for measuring profitability is our medical benefits ratio, the ratio of our medical benefits expense to the premiums we receive. Changes in the medical benefits ratio from period to period result from, among other things, changes in Medicaid and Medicare funding, changes in the mix of Medicaid and Medicare membership, our ability to manage medical costs and changes in accounting estimates related to incurred but not reported claims. We use medical benefits ratios both to monitor our management of medical

benefits expense and to make various business decisions, including what healthcare plans to offer, what geographic areas to enter or exit and the selection of healthcare providers. Although medical benefits ratios play an important role in our business strategy, we may be willing to enter into provider arrangements that might produce a less favorable medical benefits ratio if those arrangements, such as capitation or risk-sharing, would likely lower our exposure to variability in medical costs.

Segments

     We have two reportable business segments: Medicaid and Medicare. Medicaid, a state administered program, was enacted in 1965 to make federal matching funds available to all states for the delivery of healthcare benefits to eligible individuals, principally those with incomes below specified levels who meet other state specified requirements. Medicaid is structured to allow each state to establish its own eligibility standards, benefits package, payment rates and program administration under broad federal guidelines. Most states determine threshold Medicaid eligibility by reference to other federal financial assistance programs, including the Temporary Assistance to Needy Families and Supplemental Security Income programs.

     The Temporary Assistance to Needy Families program provides assistance to low-income families with children and was adopted to replace the Aid to Families with Dependent Children program. Supplemental Security Income is a federal program that provides assistance to low-income aged, blind or disabled individuals. However, states can broaden eligibility criteria.

     The State Children’s Health Insurance Program (“S-CHIP”), developed in 1997, is a federal/state matching program that provides healthcare coverage to children not otherwise covered by Medicaid or other insurance programs. S-CHIP enables a segment of the large uninsured population in the United States to receive healthcare benefits. States have the option of administering S-CHIP through their Medicaid programs.

     Medicare is a federal program that provides eligible persons age 65 and over and some disabled persons a variety of hospital and medical insurance benefits. Most individuals eligible for Medicare are entitled to receive inpatient hospital care without the payment of any premium, but are required to pay a premium to the federal government, which is adjusted annually, to be eligible for physician care and other services.

     Under the Medicare Advantage program, managed care plans can contract with the Centers for Medicare & Medicaid Services (“CMS”) to provide health insurance coverage in exchange for a fixed monthly payment per member that varies based on the geographic areas in which the members reside. The fixed monthly payment per member is subject to periodic adjustments determined by CMS based upon a number of factors, including retroactive changes in members’ status such as Medicaid eligibility, and risk measures based on demographic factors such as age, gender, county of residence and health status. The weighting of the risk measures in the determination of the amount of the periodic adjustments to the fixed monthly payments is being phased in over time. These measures will have their full impact on the calculation of those adjustments by 2007. Individuals who elect to participate in the Medicare Advantage program are relieved of the obligation to pay some or all of the deductible or coinsurance amounts required under the traditional Medicare program, but are generally required to use the services provided by the Medicare Advantage plan’s network providers exclusively and may be required to pay a premium to the federal Medicare program unless the Medicare Advantage plan chooses to pay the premium as part of its benefit package.

Acquisitions

     We continually identify markets for potential acquisitions or expansion that would increase our membership and broaden our geographic presence. These potential acquisitions or expansion efforts are at various stages of internal consideration, and we may enter into letters of intent, transactions or other arrangements supporting our growth strategy at any time. However, we cannot predict when or whether such transactions or other arrangements will actually occur, and we may not be successful in completing potential acquisitions.

Recent Developments

     Medicare Prescription Drug Plan Benefits. We have received conditional approval from CMS to participate as a stand-alone prescription drug plan (“PDP”) under Medicare Part D beginning in January 2006. In addition, in June 2005, we filed bids with CMS for PDPs in all 34 regions established by CMS. If our bids, which include our benefits plan designs and proposed rates, are approved by CMS, we intend to provide stand-alone PDPs starting January 1, 2006. We believe that many of these beneficiaries, which include dual eligibles, will enroll in Medicare Part D coverage as a cost effective way of obtaining drug coverage. We incurred expenses relating to our PDP business in the second quarter of 2005 which impacted our earnings per fully diluted share by approximately $.02. We expect to incur additional expenses relating to our PDP business in the second half of 2005, particularly in the fourth quarter of 2005, including possibly resulting in a net loss in the fourth quarter. The expenses that we will incur in the second half of 2005 will depend on the number of Medicare beneficiaries who are auto-assigned into our PDP plans and the level of interest by potential beneficiaries of those plans. Depending on auto-assignments and the level of interest, these expenses may be significant.

     Georgia Expansion. We were recently awarded a Medicaid managed care contract by the Georgia Department of Community Health (“DCH”), pursuant to which DCH will transition approximately 1.1 million Medicaid and S-CHIP beneficiaries to Medicaid managed care plans beginning in January 2006. We also recently became licensed to offer Medicare services to beneficiaries in Georgia and received approval from CMS to provide Medicare services to beneficiaries in Fulton and Dekalb counties, which together represent 140,000 eligible enrollees. As of June 30, 2005, we did not have any Medicare or Medicaid members in Georgia. We expect to incur approximately $8 million to $10 million in pre-tax expenses in the second half of 2005, with spending more heavily weighted in the fourth quarter relating to our Georgia business.

     Illinois Medicaid Managed Care Funding. The Illinois state legislature recently adopted budget legislation directing the state Medicaid agency to renegotiate its contracts with managed care plans such as ours to significantly reduce premiums beginning on July 1, 2005. We recently entered into a new contract with the state Medicaid agency that includes the premium reductions. As the result of these premium rate reductions, we are reducing spending on new sales incentives, withdrawing from three southern Illinois counties and will experience a reduction in revenues from our Illinois operations. We do not expect our net income from our Illinois operations to be materially reduced as a result of these developments.

Critical Accounting Policies

     In the ordinary course of business, we make a number of estimates and assumptions relating to the reporting of our results of operations and financial condition in conformity with accounting principles generally accepted in the United States of America. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the accounting policies discussed below are those that are most important to the portrayal of our financial condition and results and require management’s most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

     Revenue recognition. We generate revenues primarily from premiums we receive from agencies of the federal government and the states in which we operate to provide healthcare benefits to our members. We receive a fixed premium per member per month to provide healthcare benefits to our members pursuant to our contracts in each of our markets. We generally receive premiums in advance of providing services, and recognize premium revenue during the period in which we are obligated to provide services to our members. Premiums collected in advance of the period in which we are obligated to provide services are deferred and reported as unearned premiums. Any amounts that have not been received remain on the balance sheet classified as premiums receivable. We also generate revenues from investments.

     We experience adjustments to our revenues based on member retroactivity. These retroactivity adjustments reflect changes in the number and eligibility status of enrollees subsequent to when revenue is billed. We estimate the amount of outstanding retroactivity each period and adjust premium revenue accordingly. The estimates of retroactivity adjustments are based on historical trends, premiums billed, the volume of member and contract renewal activity and other information. We refine our estimates and methodologies based upon actual retroactivity experienced. Retroactivity adjustments have not been significant.

     Estimating medical benefits expense and medical benefits payable. The cost of medical benefits is recognized in the period in which services are provided and includes an estimate of the cost of medical benefits that have been incurred but not yet reported. We contract with various healthcare providers for the provision of certain medical care services to our members and generally compensate those providers on a fee-for-service or capitated basis or pursuant to certain risk-sharing arrangements. Capitation represents fixed payments on a per member per month basis to participating physicians and other medical specialists as compensation for providing comprehensive healthcare services.

     Medical benefits expense has two main components: direct medical expenses and medically-related administrative costs. Direct medical expenses include amounts paid to hospitals, physicians and providers of ancillary services, such as laboratory and pharmacy. Medically-related administrative costs include items such as case and disease management, utilization review services, quality assurance and on-call nurses.

     Medical benefits payable consists primarily of benefit reserves established for reported and unreported claims, which are unpaid as of the balance sheet date, and contractual liabilities under risk-sharing arrangements, determined through an estimation process utilizing company-specific, industry-wide and general economic information and data.

     We have used the same methodology for estimating our medical benefits expense and medical benefits payable since our acquisition of the WellCare group of companies in August 2002. Our policy is to record management’s best estimate of medical benefits payable. Monthly, we estimate ultimate benefits payable based upon historical experience and other available information as well as assumptions about emerging trends, which vary by business segment. The process for preparing the estimate utilizes standard actuarial methodologies based on historical data. These standard actuarial methodologies include, among other factors, contractual requirements, historic utilization trends, the interval between the date services are rendered and the date claims are paid, denied claims activity, disputed claims activity, benefits changes, expected health care cost inflation, seasonality patterns and changes in membership. In developing the estimate, we apply different estimation methods depending on the month for which incurred claims are being estimated. For the more recent months, which constitute the majority of the amount of the medical benefits payable, we estimate our claims incurred by applying observed trend factors to the per member per month, or PMPM, costs for prior months, which costs have been estimated using completion factors, in order to estimate the PMPMs for the most recent months. We validate our estimates of the most recent PMPMs by comparing the most recent months’ utilization levels to the utilization levels in older months, actuarial techniques that incorporate a historical analysis of claim payments, including trends in cost of care provided, and timeliness of submission and processing of claims.

     Also included in medical benefits payable are estimates for provider settlements due to clarification of contract terms, out-of-network reimbursement and claims payment differences, as well as amounts due to contracted providers under risk-sharing arrangements.

     Many aspects of the managed care business are not predictable with consistency. These aspects include the incidences of illness or disease state (such as cardiac heart failure cases, cases of upper respiratory illness, the length and severity of the flu season, diabetes, the number of full-term versus premature births and the number of neonatal intensive care babies). Therefore, we must rely upon our historical experience, as continually monitored, to reflect the ever-changing mix, needs and growth of our members in our trend assumptions. Among the factors considered by management are changes in the level of benefits provided to members, seasonal variations in utilization, identified industry trends and changes in provider reimbursement arrangements, including changes in the percentage of reimbursements made on a capitation as opposed to a fee-for-service basis. These considerations are aggregated in making assumptions regarding trends in medical benefits expense. Other external factors such as government-mandated benefits or other regulatory changes, catastrophes and epidemics may impact medical cost trends. Other internal factors such as system conversions and claims processing interruptions may impact our ability to predict accurately estimates of historical completion factors or medical cost trends. Medical cost trends potentially are more volatile than other segments of the economy. Management is required to use considerable judgment in the selection of medical benefits expense trends and other actuarial model inputs.

     We record reserves for estimated referral claims related to healthcare providers under contract with us who are financially troubled or insolvent and who may not be able to honor their obligations for the costs of medical services provided by other providers. In these instances, we may be required to honor these obligations for legal or business reasons. Based on our current assessment of providers under contract with us, such losses have not been and are not expected to be significant.

     Changes in estimates of medical benefits payable are primarily the result of obtaining more complete claims information that directly correlates with the claims and provider reimbursement trends. Volatility in members’ needs for medical services, provider claims submissions and our payment processes result in identifiable patterns emerging several months after the causes of deviations from assumed trends occur. Since our estimates are based upon per member per month claims experience, changes cannot typically be explained by any single factor, but are the result of a number of interrelated variables, all influencing the resulting experienced medical cost trend. Deviations, whether positive or negative, between actual experience and estimates used to establish the liability are recorded in the period known.

     Goodwill and intangible assets. We obtained goodwill and intangible assets as a result of the acquisitions of our subsidiaries and the Harmony acquisition. Goodwill represents the excess of the cost over the fair market value of net assets acquired. Intangible assets include provider networks, membership contracts, trademarks, noncompete agreements, government contracts, licenses and permits. Our intangible assets are amortized over their estimated useful lives ranging from one to 26 years.

     We evaluate whether events or circumstances have occurred that may affect the estimated useful life or the recoverability of the remaining balance of goodwill and other identifiable intangible assets. We must make assumptions and estimates, such as the discount factor, in determining the estimated fair values. While we believe these assumptions and estimates are appropriate, other assumptions and estimates could be applied and might produce significantly different results.

     We review goodwill and intangible assets for impairment at least annually, or more frequently if events or changes in circumstances occur that may affect the estimated useful life or the recoverability of the remaining balance of goodwill or intangible assets. Events or changes in circumstances would include significant changes in membership, state funding, medical contracts and provider networks. We have selected the third quarter of each fiscal year for our annual impairment test, which generally coincides with the finalization of state and federal contract negotiations and our initial budgeting process.

Results of Operations

     The following table sets forth the condensed consolidated statements of income data, expressed as a percentage of total revenues for each period indicated. The historical results are not necessarily indicative of results to be expected for any future period.

		Three Months								Six Months
		Ended June 30,								Ended June 30,
		2005				2004				2005				2004
Statement of Operations Data:
Revenues
Premium			99.2	%			99.8	%			99.3	%			99.8	%
Investment and other income			0.8	%			0.2	%			0.7	%			0.2	%
Total revenues			100.0	%			100.0	%			100.0	%			100.0	%
Expenses
Medical benefits			80.6	%			82.1	%			81.5	%			82.7	%
Selling, general and administrative			13.0	%			12.2	%			12.6	%			12.2	%
Depreciation and amortization			0.5	%			0.6	%			0.5	%			0.6	%
Interest			0.8	%			0.6	%			0.8	%			0.6	%
Total expenses			94.9	%			95.5	%			95.4	%			96.1	%
Income before income taxes			5.1	%			4.5	%			4.6	%			3.9	%
Income tax expense			2.0	%			1.8	%			1.8	%			1.5	%
Net Income			3.1	%			2.7	%			2.8	%			2.4	%

     One of our primary tools for measuring profitability is our medical benefits ratio, the ratio of our medical benefits expense to the premiums we receive. Changes in the medical benefits ratio from period to period result from, among other things, changes in Medicaid and Medicare funding, changes in the mix of Medicaid and Medicare membership, our ability to manage medical costs and changes in accounting estimates related to incurred but not reported claims. We use medical benefits ratios both to monitor our management of medical benefits expense and to make various business decisions, including what healthcare plans to offer, what geographic areas to enter or exit and the selection of healthcare providers. Although medical benefits ratios play an important role in our business strategy, we may be willing to enter into provider arrangements that might produce a less favorable medical benefits ratio if those arrangements, such as capitation or risk-sharing, would likely lower our exposure to variability in medical costs.

Three and Six Month Period Ended June 30, 2005 Compared to the Three and Six Month Period Ended June 30, 2004

     Premium revenue. Premium revenues for the three months ended June 30, 2005 increased $129.5 million, or 40%, to $450.2 million from $320.7 million for the same period last year. For the six months ended June 30, 2005, premium revenues increased $244.1, or 39%, to $866.1 million from $622.0 million for the same period last year. The increase is due to the addition of members both organically and from the Harmony acquisition, and premium rate increases on our products. Total membership grew by 113,000 members, or 16%, from 695,000 at June 30, 2004 to approximately 808,000 at June 30, 2005.

     Our Medicaid segment includes Medicaid programs and other state-sponsored healthcare programs. The Medicaid segment premium revenue for the three months ended June 30, 2005 increased $90.0 million, or 37%, to $330.5 million from $240.5 million for the same period last year. For the six months ended June 30, 2005, Medicaid segment premium revenue increased $183.1 million, or 40%, to $639.7 million from $456.6 million for the same period last year. The increase in Medicaid segment revenue is due to organic growth in membership of 15% and the inclusion of revenue generated on members acquired from Harmony in June 2004. In addition, increases in premium rates received from the State of Florida effective July 1, 2004 of approximately 9% contributed to the revenue increase. Aggregate membership in the Medicaid segment grew by 96,000 members, or 15%, from 653,000 at June 30, 2004 to approximately 749,000 at June 30, 2005.

     Medicare segment premium revenue for the three months ended June 30, 2005 increased $40.0 million, or 50%, to $119.7 million from $79.7 million for the same period last year. For the six months ended June 30, 2005, Medicare segment premium revenue increased $62.0 million, or 38%, to $226.3 million from $164.3 million for the same period last year. Growth in premium revenue within the Medicare segment was primarily due to membership growth and the premium increases associated with the demographic mix of our membership. Membership within the Medicare segment grew by 17,000 members, or 40%, from 42,000 at June 30, 2004 to 59,000 at June 30, 2005.

     Investment income. Investment income for the three months ended June 30, 2005 increased $2.8 million, or 405%, to $3.5 million from $0.7 million for the same period last year. For the six months ended June 30, 2005, investment income increased $5.2 million, or 409%, to $6.5 million from $1.3 million for the same period last year. The increase was due primarily to the investment of the net proceeds we received from our initial and follow-on public offerings of approximately $157.2 million in the aggregate and a higher interest rate environment.

     Medical benefits expense. Medical benefits expense for the three months ended June 30, 2005 increased $102.0 million, or 39%, to $365.8 million from $263.8 million for the same period last year. For the six months ended June 30, 2005, medical benefits expense increased $195.5 million, or 38%, to $710.7 million from $515.2 million for the same period last year. The increase in medical benefits expense was due to growth in membership. The medical benefits ratio, as a percentage of premium revenue, for the three months ended June 30, 2005 was 81.3% compared to 82.2% for the same period last year. For the six months ended June 30, 2005, the medical benefits ratio was 82.1% compared to 82.8% for the same period last year. The medical benefits ratio decreased primarily as a result of lower overall utilization of services and increases in premium rates received.

     The Medicaid segment medical benefits expense for the three months ended June 30, 2005 increased $71.9 million, or 36%, to $269.5 million from $197.6 million for the same period last year. For the six months ended June 30, 2005, Medicaid medical benefits expense increased $146.9 million, or 39%, to $527.5 million from $380.6 million for the same period last year. The increase in medical benefits expense was primarily due to growth in membership. The membership increase accounted for $54.3 million of the increase when comparing the three-month periods. Increased healthcare costs accounted for the remaining $17.6 million of the quarterly increase. The Medicaid medical benefits ratio, as a percentage of premium revenue, for the three months ended June 30, 2005 was 81.5% compared to 82.2% for the same period last year. For the six months ended June 30, 2005, the Medicaid medical benefits ratio was 82.5% compared to 83.4% for the same period last year. The Medicaid medical benefits ratio decreased primarily as a result of lower overall utilization of services and increased premium rates received for Medicaid members.

     Medicare segment medical benefits expense for the three months ended June 30, 2005 increased $29.6 million, or 44%, to $96.3 million from $66.7 million for the same period last year. For the six months ended June 30, 2005, Medicare medical benefits expense increased $48.5 million, or 36%, to $183.2 million from $134.7 million for the same period last year. The increase was primarily due to the growth in membership, which accounted for $25.6 million of the increase in the quarter. Increased healthcare costs and changes in membership mix accounted for $4.0 million of the quarterly increase. The Medicare medical benefits ratio, as a percentage of premium revenue, for the three months ended June 30, 2005 was 80.5% compared to 83.7% for the same period last year. For the six months ended June 30, 2005, the Medicare medical benefits ratio was 81.0% compared to 82.0% for the same period last year. The Medicare medical benefits ratio decreased due to lower overall utilization of services by our members and increased premium rates received per Medicare member.

     Selling, general and administrative expense. Selling, general and administrative (“SG&A”) expense for the three months ended June 30, 2005 increased $20.0 million, or 51%, to $59.1 million from $39.1 million for the same period last year. For the six months ended June 30, 2005, SG&A expense increased $34.4 million, or 45%, to $110.3 million from $75.9 million for the same period last year. Our SG&A expense to revenue ratio was 13.0% for the three months ended June 30, 2005 compared to 12.2% for the same period last year. For the six months ended June 30, 2005, our SG&A expense to revenue ratio was 12.6% compared to 12.2% for the same period last year. The increase in SG&A expense was primarily due to investments in Medicare expansion activities, information technology, and increased spending necessary to support and sustain our membership growth. Additionally, SG&A expense increased due to costs incurred to evaluate and submit our PDP proposal which approximated $0.02 per fully diluted share for the quarter ended June 30, 2005.

     Interest expense. Interest expense was $3.6 million and $1.8 million for the three months ended June 30, 2005 and 2004, respectively, and $6.8 million and $4.1 for the six months ended June 30, 2005 and 2004, respectively. The increase primarily relates to the additional amount of debt outstanding at June 30, 2005.

     Income tax expense. Income tax expense for the three months ended June 30, 2005 was $9.0 million with an effective tax rate of 39% as compared to $5.7 million for the same period last year with an effective tax rate of 39%. Income tax expense for the six months ended June 30, 2005 was $15.8 million with an effective tax rate of 39% as compared to $9.6 million with an effective tax rate of 39% for the same period last year.

     Net income. Net income for the three months ended June 30, 2005 was $14.2 million compared to $8.9 million for the same period last year, representing an increase of 58%. For the six months ended June 30, 2005, net income was $24.8 million compared to $14.8 million for the same period last year, representing an increase of 68%.

Liquidity and Capital Resources

     We have financed our operations principally through internally generated funds. We generate cash mainly from premium revenue. Our primary use of cash is the payment of expenses related to medical benefits and administrative costs. We generally receive premium revenue in advance of payment of claims for related healthcare services. We expect our future funding for working capital needs, capital expenditures, long-term debt repayments, dividends and other financing activities will continue to be provided from these resources. From time to time, we may need to raise additional capital or draw on our revolving credit facility to fund planned geographic and product expansion or acquire healthcare businesses. As of June 30, 2005, no amounts have been drawn on the revolving credit facility.

     Each of our existing and projected sources of cash are impacted by operational and financial risks that influence the overall amount of cash generated and the capital available to us. For a further discussion of risks that can impact our liquidity, see the risk factor discussion included in the 2005 Form S-1.

     As we generally receive premiums in advance of payments of claims for healthcare services, we maintain estimated balances of cash and cash equivalents pending payment of claims. At June 30, 2005 and June 30, 2004, cash and cash equivalents were $253.5 million and $215.3 million, respectively. We also had short-term investments with maturities of three to twelve months of $178.1 million and $39.1 million at June 30, 2005 and June 30, 2004, respectively.

     Our investment policies are designed primarily to provide liquidity and preserve capital. The states in which we operate prescribe the types of instruments in which our subsidiaries may invest their funds. As of June 30, 2005 and June 30, 2004, a substantial portion of our cash was invested in certificates of deposit and a portfolio of highly liquid money market securities with a weighted average maturity of 54 days and 60 days, respectively. The average portfolio yield for the three month periods ended June 30, 2005 and June 30, 2004, was approximately 2.16% and 1.68%, respectively.

Overview of Cash Flow Activities

     For the six month periods ended June 30, 2005 and 2004 our cash flows are summarized as follows:

		2005				2004
Net cash used in operations			(20,770	)			(28,583	)
Net cash used in investing activities			(123,334	)			(47,981	)
Net cash (used in) provided by financing activities			(28	)			54,503

     Cash Used In Operations: The decrease in cash used in operations was primarily due to changes in outstanding receivables, unearned premiums, tax payments and liabilities based on the timing of cash receipts and payments.

     Cash Used in Investing Activities: The increase in cash used in investing activities during the period ended June 30, 2005 is primarily due to additional investments made from cash principally generated by our public offerings.

     Cash from Financing Activities: The change in cash from financing activities is primarily due to debt repayments and proceeds during the period ended June 30, 2004.

Off-Balance Sheet Arrangements

     At June 30, 2005, we did not have any off-balance sheet arrangements that are required to be disclosed under Item 303(a)(4)(ii) of SEC Regulation S-K.

Item 3: Quantitative and Qualitative Disclosures About Market Risk.

     As of June 30, 2005, we had cash and cash equivalents of $253.5 million, investments classified as current assets of $178.1 million, and restricted investments on deposit for licensure of $35.8 million. The short-term investments classified as current assets consist of highly liquid securities with maturities between three and twelve months and longer term bonds with floating interest rates that are considered available for sale. Long-term restricted assets consist of cash and cash equivalents deposited or pledged to state agencies in accordance with state rules and regulations. These restricted assets are classified as long-term regardless of the contractual maturity date due to the long-term nature of the states’ requirements. The investments classified as long-term are subject to interest rate risk and will decrease in value if market rates increase. Because of their short-term pricing nature, however, we would not expect the value of these investments to decline significantly as a result of a sudden change in market interest rates. Assuming a hypothetical and immediate 1% increase in market interest rates at June 30, 2005, the fair value of our fixed income investments would decrease by less than $1.8 million. Similarly, a 1% decrease in market interest rates at June 30, 2005 would result in an increase of the fair value of our investments of less than $1.8 million.

Item 4: Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

     Our management carried out an evaluation required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), under the supervision and with the participation of our President and Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15 and 15d-15 under the Exchange Act (“Disclosure Controls”). Based on the evaluation, our CEO and CFO concluded that as of June 30, 2005, our Disclosure Controls are effective in timely alerting them to material information required to be included in our reports filed with the SEC.

Changes in Internal Controls

     There has not been any change in our internal control over financial reporting identified in connection with the evaluation that occurred during the quarter ended June 30, 2005 that has materially affected, or is reasonably likely to materially affect, those controls.

Limitations on the Effectiveness of Controls

     Our management, including our CEO and CFO, does not expect that our Disclosure Controls and internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

     The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Part II – OTHER INFORMATION

Item 1: Legal Proceedings.

     We are involved in legal actions in the normal course of business, some of which seek monetary damages, including claims for punitive damages, which are not covered by insurance. These actions, when finally concluded and determined, will not, in our opinion, have a material adverse effect on our financial position, results of operations or cash flows. We believe that we have obtained adequate insurance or rights to indemnification or, where appropriate, have established adequate reserves in connection with these legal proceedings.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds.

     In connection with our initial public offering of our common stock, the SEC declared our Registration Statement on Form S-1 (No. 333-112829), filed under the Securities Act of 1933, effective on June 30, 2004.

     Upon the completion of our initial public offering, we invested the net proceeds from the offering in short-term, interest-bearing, investment-grade securities. As of June 30, 2005, we have not used any of the proceeds from the offering.

Item 3: Defaults Upon Senior Securities.

     None.

Item 4: Submission of Matters to a Vote of Security Holders.

     The Annual Meeting of Stockholders of WellCare Health Plans, Inc. (“WellCare”) was held on June 15, 2005. Proxies for the meeting were solicited by the Company pursuant to Regulation 14 under the Securities Exchange Act of 1934, as amended; there was no solicitation in opposition to management’s nominees as listed in the proxy statement and all of such nominees were elected. At the meeting, the matters listed below were submitted to a vote of the stockholders of WellCare.

		Proposal One		The election of three directors to serve as Class 1 Directors through 2008. The vote with respect to each nominee was as follows:

	(a)		35,565,528 votes were cast for the election of Todd S. Farha as a Director; 29,221 votes were withheld.
	(b)		35,562,289 votes were cast for the election of Regina E. Herzlinger as a Director; 32,460 votes were withheld.

(c)

34,410,173 votes were cast for the election of Kevin F. Hickey as a Director; 1,184,576 votes were withheld.

		Proposal Two		The approval of WellCare Health Plans, Inc. 2005 Employee Stock Purchase plan:

	For		Against				Abstentions				Broker Non-Votes
	30,770,219			872,203				6,120				3,946,207

		Proposal Three:		The ratification and selection of Deloitte & Touche LLP as WellCare’s independent registered public accounting firm for the year ended 2005:

	For		Against				Abstentions				Broker Non-Votes
	35,589,078			3,619				2,052			—

Item 5:Other Information.

     None.

Item 6: Exhibits.

     The following exhibits are included herein:

Exhibit
Number		Description
3.1		Registrant’s Amended and Restated Certificate of Incorporation, incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.
3.2		Registrant’s Amended and Restated Bylaws, incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.
4.1		Specimen common stock certificate of Registrant, incorporated by reference to an exhibit to Amendment No. 3 to the Registration Statement on Form S-1 filed by the Registrant on June 29, 2004 (No. 333-112829).
10.1		Contract (H0712/P0138) between the Centers for Medicare & Medicaid Services and FirstChoice Health Plans of Connecticut, Inc., incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on April 7, 2005.
10.2		Contract (P01354) between the Centers for Medicare & Medicaid Services and Harmony Health Plan of Illinois, Inc., incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on April 7, 2005.
10.3		Amendment to Medicaid Managed Care Model Contract between WellCare of New York, Inc. and Rockland County, New York, incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on April 7, 2005.
10.4		Amendment to Contract No. C017720 between the New York Department of Health and WellCare of New York, Inc., incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on April 7, 2005.
10.5		Amendment to Medicare Managed Care Contract Pursuant to Section 1860D-31 of the Social Security Act for Operation of a Medicare-Approved Prescription Drug Discount Card between the Centers for Medicare & Medicaid Services and WellCare of Louisiana, Inc., incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on May 11, 2005.
10.6		Amendment to Contract No. C-014386 between The State of New York Department of Health and WellCare of New York, Inc., incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on May 11, 2005.
10.7		Amendment to Contract P01162 between the Department of Health and Human Services Centers for Medicare & Medicaid Services and WellCare of Florida, Inc., incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on May 27, 2005.
10.8		Amendment No. 4 to AHCA Contract between the State of Florida, Agency for Health Care Administration and HealthEase of Florida, Inc., incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on May 27, 2005.
10.9		Amendment No. 5 to AHCA Contract between the State of Florida, Agency for Health Care Administration and HealthEase of Florida, Inc., incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on May 27, 2005.
10.10		Amendment No. 5 to AHCA Contract between the State of Florida, Agency for Health Care Administration and Well Care HMO, Inc. d/b/a StayWell Health Plan of Florida, incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on May 27, 2005.
10.11		Amendment No. 6 to AHCA Contract between the State of Florida, Agency for Health Care Administration and Well Care HMO, Inc. d/b/a StayWell Health Plan of Florida, incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on May 27, 2005.

Exhibit
Number		Description
10.12		Amendment to Medicaid Managed Care Model Contract between WellCare of New York, Inc. and the New York City Department of Health and Mental Hygiene, incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on May 27, 2005.
10.13		Amended and Restated Employment Agreement, dated as of June 6, 2005, by and among WellCare Health Plans, Inc., Comprehensive Health Management, Inc. and Todd S. Farha, incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on June 8, 2005.
10.14		Non-Qualified Stock Option Agreement, dated as of June 6, 2005, by and between WellCare Health Plans, Inc. and Todd S. Farha, incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on June 8, 2005.
10.15		Restricted Stock Award Agreement, dated as of June 6, 2005, by and between WellCare Health Plans, Inc. and Todd S. Farha, incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on June 8, 2005.
10.16		Performance Share Award Agreement, dated as of June 6, 2005, by and between WellCare Health Plans, Inc. and Todd S. Farha, incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on June 8, 2005.
10.17		Amendment No. 7 to AHCA Contract between the State of Florida, Agency for Health Care Administration and Well Care HMO, Inc. d/b/a StayWell Health Plan of Florida, incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on June 22, 2005.
10.18		Amendment No. 6 to AHCA Contract between the State of Florida, Agency for Health Care Administration and HealthEase of Florida, Inc., incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on June 22, 2005.
10.19		Contract No. 0654 between The Georgia Department of Community Health and WellCare for Provision of Services to Georgia Healthy Families and WellCare Health Plans of Georgia, Inc. dated July 18, 2005.*
31.1		Certificate of President and Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002, dated August 4, 2005.*
31.2		Certificate of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002, dated August 4, 2005.*
32.1		Certification of President and Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002, dated August 4, 2005.*
32.2		Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002, dated August 4, 2005.*
		* Filed herewith

SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized in Tampa, Florida on August 4, 2005.

EXHIBIT INDEX

The following exhibits are included herein:

Exhibit
Number		Description
3.1		Registrant’s Amended and Restated Certificate of Incorporation, incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.
3.2		Registrant’s Amended and Restated Bylaws, incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.
4.1		Specimen common stock certificate of Registrant, incorporated by reference to an exhibit to Amendment No. 3 to the Registration Statement on Form S-1 filed by the Registrant on June 29, 2004 (No. 333-112829).
10.1		Contract (H0712/P0138) between the Centers for Medicare & Medicaid Services and FirstChoice Health Plans of Connecticut, Inc., incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on April 7, 2005.
10.2		Contract (P01354) between the Centers for Medicare & Medicaid Services and Harmony Health Plan of Illinois, Inc., incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on April 7, 2005.
10.3		Amendment to Medicaid Managed Care Model Contract between WellCare of New York, Inc. and Rockland County, New York, incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on April 7, 2005.
10.4		Amendment to Contract No. C017720 between the New York Department of Health and WellCare of New York, Inc., incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on April 7, 2005.
10.5		Amendment to Medicare Managed Care Contract Pursuant to Section 1860D-31 of the Social Security Act for Operation of a Medicare-Approved Prescription Drug Discount Card between the Centers for Medicare & Medicaid Services and WellCare of Louisiana, Inc., incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on May 11, 2005.
10.6		Amendment to Contract No. C-014386 between The State of New York Department of Health and WellCare of New York, Inc., incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on May 11, 2005.
10.7		Amendment to Contract P01162 between the Department of Health and Human Services Centers for Medicare & Medicaid Services and WellCare of Florida, Inc., incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on May 27, 2005.
10.8		Amendment No. 4 to AHCA Contract between the State of Florida, Agency for Health Care Administration and HealthEase of Florida, Inc., incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on May 27, 2005.
10.9		Amendment No. 5 to AHCA Contract between the State of Florida, Agency for Health Care Administration and HealthEase of Florida, Inc., incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on May 27, 2005.
10.10		Amendment No. 5 to AHCA Contract between the State of Florida, Agency for Health Care Administration and Well Care HMO, Inc. d/b/a StayWell Health Plan of Florida, incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on May 27, 2005.
10.11		Amendment No. 6 to AHCA Contract between the State of Florida, Agency for Health Care Administration and Well Care HMO, Inc. d/b/a StayWell Health Plan of Florida, incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on May 27, 2005.

Exhibit
Number		Description
10.12		Amendment to Medicaid Managed Care Model Contract between WellCare of New York, Inc. and the New York City Department of Health and Mental Hygiene, incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on May 27, 2005.
10.13		Amended and Restated Employment Agreement, dated as of June 6, 2005, by and among WellCare Health Plans, Inc., Comprehensive Health Management, Inc. and Todd S. Farha, incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on June 8, 2005.
10.14		Non-Qualified Stock Option Agreement, dated as of June 6, 2005, by and between WellCare Health Plans, Inc. and Todd S. Farha, incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on June 8, 2005.
10.15		Restricted Stock Award Agreement, dated as of June 6, 2005, by and between WellCare Health Plans, Inc. and Todd S. Farha, incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on June 8, 2005.
10.16		Performance Share Award Agreement, dated as of June 6, 2005, by and between WellCare Health Plans, Inc. and Todd S. Farha, incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on June 8, 2005.
10.17		Amendment No. 7 to AHCA Contract between the State of Florida, Agency for Health Care Administration and Well Care HMO, Inc. d/b/a StayWell Health Plan of Florida, incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on June 22, 2005.
10.18		Amendment No. 6 to AHCA Contract between the State of Florida, Agency for Health Care Administration and HealthEase of Florida, Inc., incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed by the Registrant on June 22, 2005.
10.19		Contract No. 0654 between The Georgia Department of Community Health and WellCare for Provision of Services to Georgia Healthy Families, dated July 18, 2005.*
31.1		Certificate of President and Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002, dated August 4, 2005.*
31.2		Certificate of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002, dated August 4, 2005.*
32.1		Certification of President and Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002, dated August 4, 2005.*
32.2		Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002, dated August 4, 2005.* * Filed herewith