-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OYvo7Gdl7pC3AKICUptlSmg0H+Y6D46kDF1mbXpNUqCcxMxqDeWFPi/+Wf9JC1RT PBZkAdfF8ZV7P+Q8Aso6Yg== 0000950134-03-006864.txt : 20030501 0000950134-03-006864.hdr.sgml : 20030501 20030430204655 ACCESSION NUMBER: 0000950134-03-006864 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030430 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTENE CORP CENTRAL INDEX KEY: 0001071739 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 041406317 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33395 FILM NUMBER: 03674678 BUSINESS ADDRESS: STREET 1: 7711 CARONDELET AVE CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3147254477 MAIL ADDRESS: STREET 1: 7711 CARONDELET AVE STREET 2: SUITE 800 CITY: ST LOUIS STATE: MO ZIP: 63105 8-K 1 c76562e8vk.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 30, 2003 -------------- CENTENE CORPORATION -------------------- (Exact name of registrant as specified in its charter) Delaware 000-33395 04-1406317 - ------------------------------- ----------- ------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 7711 Carondelet Avenue, Suite 800, St. Louis, Missouri 63105 ------------------------------------------------------------ (Address of principal executive office and zip code) Registrant's telephone number, including area code: (314) 725-4477 -------------- ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. Exhibit Number Description 99.1 Press release of Centene Corporation issued April 30, 2003 as to financial results for the quarter ended March 31, 2003 ITEM 9. REGULATION FD DISCLOSURE (information furnished pursuant to "Item 12. Disclosure of Results of Operations and Financial Condition"). On April 30, 2003, we issued a press release announcing our financial results for the quarter ended March 31, 2003. The full text of the press release is included as Exhibit 99.1 to this report. The information contained in the website cited in the press release is not a part of this report. In accordance with the procedural guidance in SEC Release No. 33-8216, the information in this Form 8-K and the exhibit attached hereto is being furnished under "Item 9. Regulation FD Disclosure" rather than under "Item 12. Disclosure of Results of Operations and Financial Condition." This information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: April 30, 2003 CENTENE CORPORATION By: /s/ MICHAEL F. NEIDORFF ------------------------------------- Michael F. Neidorff President and Chief Executive Officer EX-99.1 3 c76562exv99w1.txt PRESS RELEASE EXHIBIT 99.1 (CENTENE LOGO) NEWS RELEASE Contact: Centene Corporation Karey L. Witty Chief Financial Officer (314) 725-4477 Investor Relations In-Site Communications Lisa M. Wilson President (212) 759-3929 CENTENE CORPORATION REPORTS FIFTEENTH CONSECUTIVE QUARTER OF INCREASED PROFITABILITY AND IMPLEMENTS MULTI-LINE STRATEGY ST. LOUIS, MISSOURI (April 30, 2003) -- Centene Corporation (Nasdaq: CNTE) today announced its financial results for the quarter ended March 31, 2003. FIRST QUARTER HIGHLIGHTS o Revenues of $177.4 million, an 85% increase over the first quarter of 2002. o Earnings from operations of $10.1 million, a 62% increase over the first quarter of 2002. o Earnings per diluted share of $0.60. o Organic membership growth of 38% over first quarter of 2002. o Operating cash flows of $9.9 million. o Days in claims payable of 58.1, reflecting reduced claims inventory per member, continuing efficiencies in claims processing, a full quarter consolidation of New Jersey and physician quality bonuses. o Acquisition of 63.7% ownership interest in Group Practice Affiliates, an Atlanta-based behavioral healthcare services company, and assets of ScriptAssist, a medication compliance company. o Health benefits ratio of 83.4%, within the Company's target range of 82.0% to 83.5% and at forecasted levels for New Jersey. Michael F. Neidorff, Centene's president and chief executive officer, said, "This is our first quarter reflecting the implementation of our long-stated strategy of developing a Medicaid focused, multi-line company. We are pleased to again deliver results that are consistent and in-line with our internal expectations and the diversity of our growing business. These results reflect our first at-risk SSI membership, two new specialty companies, solid margins in our state health plans, and ongoing tight controls over corporate expenses. Our results confirm the premise under which we operate, to work with the states on their budget issues while improving the quality of care and health outcomes of our recipients and diversifying into fee-for-service business." Neidorff continued, "Consistent with our strategy to diversify our business into areas that affect our managed Medicaid population, we entered into a joint venture with Group Practice Affiliates, a behavioral healthcare company. This investment provides the opportunity to be proactive in an area that is often overlooked by healthcare providers. We are pleased with their progress to date in establishing a presence in Wisconsin, which will support our health plan, starting in the third quarter, and are developing additional outside fee-for-service business. Concurrently, we purchased the assets of ScriptAssist, which promotes adherence to prescription drugs, and integrated them into our NurseWise subsidiary. We will continue to develop opportunities to increase our revenue in this area and work toward our longer-term goal of becoming a multi-line government services provider." "While the fiscal landscape remains challenging for many states, it is clearer than ever that the states are working with us as we help them find constructive solutions to their budget issues. We remain confident that there are significant opportunities to continue to grow our revenue base, expand membership, and complete strategic acquisitions," concluded Neidorff. Membership totaled 419,300 at March 31, 2003, a 68.2% increase from 249,300 at March 31, 2002. The Company experienced solid growth in its Wisconsin and Texas markets during the quarter, while membership in its Indiana and New Jersey markets was stable. The state of Indiana altered its enrollment process to begin requiring in-person eligibility verification for Medicaid recipients who also receive food stamp benefits. This change temporarily reduced the Company's membership in this category. Centene adopted new procedures to preempt this issue in the future; however, the unusually inclement weather in Indiana during the first quarter further stalled the implementation measures. New Jersey membership will continue to be consistent, as planned, through the second quarter as the Company builds a solid base in this market. This initial experience is consistent with the Company's past acquisitions in Wisconsin and Texas. 2 The following table depicts membership in Centene's managed care organizations by state at March 31, 2003 and 2002:
2003 2002 ------------ ------------ Wisconsin 139,100 114,600 Texas 122,700 57,100 Indiana 104,800 77,600 New Jersey 52,700 -- ------------ ------------ TOTAL 419,300 249,300 ============ ============
The following table depicts membership in Centene's managed care organizations by member category at March 31, 2003 and 2002:
2003 2002 ------------ ------------ Medicaid 344,700 224,900 SCHIP 66,600 21,900 SSI 8,000(a) 2,500(b) ------------ ------------ TOTAL 419,300 249,300 ============ ============
(a) 4,200 at-risk; 3,800 ASO (b) All ASO The Company is also expanding its disclosure as it relates to claims information to include both period-end claims inventory as well as average claims inventory. While the period-end inventory count has declined over sequential quarters reflecting faster claims payment, the average inventory levels increased with the integration of both University Health Plans and the Texas Universities Health Plan SCHIP contracts, which added approximately 76,000 members. By example, the University Health Plans transaction closed December 1, 2002 and as such, a complete cycle of physician billings was not reflected due to a lag in provider claims submission. STATEMENT OF EARNINGS HIGHLIGHTS o For the first quarter of 2003, revenues increased 85.3% to $177.4 million from $95.8 million in the first quarter of 2002. Net of acquisitions, revenue growth was $45.6 million, or 47.7%, over the same prior year period. o The health benefits ratio, which reflects medical services costs as a percent of premium revenues, was 83.4%, with the Medicaid component at 82.4% and compared to 82.5% for the same period in 2002. Both ratios were within the Company's targeted range of 82.0% to 83.5%. The Company experienced an increase in this ratio due to the addition of SSI risk members from its acquisition of 80% of University Health Plans in December 2002. The health benefits ratio for SSI is influenced by a small membership base and is therefore more volatile. As the SSI population reaches critical mass, the ratio for this SSI population is expected to normalize in a range of 83.0% to 86.0% percent. 3 o General and administrative expenses as a percent of revenues on the Company's Medicaid business consistently decreased to 10.5% from 10.7% in the first quarter of 2002. Including the effects of the Company's specialty business, which has a higher level of general and administrative expenses, the consolidated general and administrative expense ratio remained constant at 10.9% quarter over quarter. o Earnings from operations increased 62.0% to $10.1 million from $6.3 million in 2002. Net earnings improved to $7.2 million, or $0.60 per diluted share, compared to $4.3 million, or $0.38 per diluted share, for the first quarter of 2002. BALANCE SHEET HIGHLIGHTS At March 31, 2003, the Company had cash and investments of $172.4 million, a portion of which is restricted due to state regulatory requirements. Medical claims liabilities totaled $94.8 million, representing 58.1 days in claims payable. A full reconciliation of the Company's change in days in claims payable from the immediately preceding quarter is highlighted below: Full Quarter of New Jersey Medical Expense (7.3) Physician Quality Payments (3.3) Pharmacy Accrual Changes 0.4 Faster Payment Turn-Around (3.1) Lower Ending Inventory (0.4) ----- Total (13.7) days =====
OUTLOOK Karey L. Witty, Centene's chief financial officer, commented, "We anticipate 2003 revenue in the range of $720 million to $730 million and net earnings of $2.59 to $2.64 per share. This does not include the potential impact of any additional acquisitions we may undertake during 2003." CONFERENCE CALL As previously announced, the Company will host a conference call tomorrow, May 1, 2003, at 8:30 a.m. (Eastern Time) to review the financial results for the first quarter ended March 31, 2003, and to discuss its business outlook. Michael F. Neidorff and Karey L. Witty will host the conference call. Investors are invited to participate in the conference call by dialing (800) 273-1254 in the United States and Canada, and (706) 679-8592 for international participants, or via a live Internet broadcast at the Company's website, www.centene.com. A replay of the call will be available from May 1, 2003, shortly after completion of the call and ending on May 14, 2003, at 11:59 p.m. Investors may dial (800) 642-1687 4 in the United States and (706) 645-9291 from abroad and enter access number 9309238. Additionally, the webcast will be archived for the same period at www.centene.com. ABOUT CENTENE CORPORATION Centene Corporation provides managed care programs and related services to individuals receiving benefits under Medicaid, including Supplemental Security Income (SSI), and the State Children's Health Insurance Program (SCHIP). The Company operates health plans in Wisconsin, Texas, Indiana and New Jersey. In addition, the Company contracts with other healthcare organizations to provide specialty services including behavioral health, nurse triage and pharmacy compliance. The information provided in the second, third and fourth paragraphs following the bullet listing under "First Quarter Highlights," the second bullet under "Statement of Earnings Highlights" and the paragraph under "Outlook" above contain forward-looking statements that relate to future events and future financial performance of Centene. These forward-looking statements represent the Company's estimates as of April 30, 2003. Subsequent events and developments may cause the Company's estimates to change. The Company disclaims any obligation to update this forward-looking financial information in the future. Readers are cautioned that matters subject to forward-looking statements involve known and unknown risks and uncertainties, including economic, regulatory, competitive and other factors that may cause Centene's or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Actual results may differ from projections or estimates due to a variety of important factors, including Centene's 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 Centene's Medicaid managed care contracts by state governments would also negatively affect Centene. [Tables Follow] 5 CENTENE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE DATA)
MARCH 31, DECEMBER 31, 2003 2002 ------------ ------------ (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents ........................................................ $ 59,970 $ 59,656 Premium and related receivables, net of allowances of $215 and $219, respectively ................................................................... 19,925 16,773 Short-term investments, at fair value (amortized cost $8,724 and $9,687, respectively) .................................................................. 8,719 9,571 Deferred income taxes ............................................................ 1,853 2,846 Other current assets ............................................................. 5,335 4,243 ------------ ------------ Total current assets ........................................................... 95,802 93,089 LONG-TERM INVESTMENTS, at fair value (amortized cost $85,580 and $78,025, respectively) .................................................................... 87,187 79,666 RESTRICTED DEPOSITS, at fair value (amortized cost $16,322 and $15,561, respectively) .................................................................... 16,533 15,762 PROPERTY AND EQUIPMENT, net ......................................................... 6,998 6,295 INTANGIBLE ASSETS, net .............................................................. 13,308 10,695 DEFERRED INCOME TAXES ............................................................... 630 472 OTHER ASSETS ........................................................................ 4,289 4,348 ------------ ------------ Total assets ................................................................... $ 224,747 $ 210,327 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Medical claims liabilities ....................................................... $ 94,767 $ 91,181 Accounts payable and accrued expenses ............................................ 13,041 10,748 Other current liabilities ........................................................ 370 -- ------------ ------------ Total current liabilities ...................................................... 108,178 101,929 OTHER LIABILITIES ................................................................... 6,319 5,334 ------------ ------------ Total liabilities .............................................................. 114,497 107,263 MINORITY INTEREST ................................................................... 589 881 STOCKHOLDERS' EQUITY: Common stock, $.001 par value; authorized 40,000,000 shares; 10,943,142 and 10,829,099 shares issued and outstanding, respectively ......................... 11 11 Additional paid-in capital ....................................................... 72,640 72,377 Accumulated other comprehensive income: Net unrealized gain on investments, net of tax ................................... 1,141 1,087 Retained earnings ................................................................... 35,869 28,708 ------------ ------------ Total stockholders' equity ..................................................... 109,661 102,183 ------------ ------------ Total liabilities and stockholders' equity ..................................... $ 224,747 $ 210,327 ============ ============
6 CENTENE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (IN THOUSANDS, EXCEPT SHARE DATA)
THREE MONTHS ENDED MARCH 31, ---------------------------- 2003 2002 ------------ ------------ (UNAUDITED) REVENUES: Premiums ............................................ $ 176,212 $ 95,650 Services ............................................ 1,222 103 ------------ ------------ Total revenues .................................... 177,434 95,753 ------------ ------------ EXPENSES: Medical costs ....................................... 146,907 78,944 Cost of services(a) ................................. 975 82 General and administrative expenses ................. 19,405 10,465 ------------ ------------ Total operating expenses .......................... 167,287 89,491 ------------ ------------ Earnings from operations ......................... 10,147 6,262 OTHER INCOME (EXPENSE): Investment and other income, net .................... 974 915 Interest expense .................................... (27) -- ------------ ------------ Earnings before income taxes ..................... 11,094 7,177 INCOME TAX EXPENSE .................................... 4,233 2,877 MINORITY INTEREST ..................................... 300 -- ------------ ------------ Net earnings ........................................ $ 7,161 $ 4,300 ============ ============ EARNINGS PER COMMON SHARE, BASIC: Net earnings per common share ....................... $ 0.66 $ 0.43 EARNINGS PER COMMON SHARE, DILUTED: Net earnings per common share ....................... $ 0.60 $ 0.38 SHARES USED IN COMPUTING PER SHARE AMOUNTS: Basic ............................................... 10,898,849 10,091,348 Diluted ............................................. 11,838,177 11,317,634
(a) Cost of services includes salaries and wages of physicians, clinicians, therapists and teachers who provide specialty services. 7 CENTENE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, ---------------------------- 2003 2002 ------------ ------------ (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings ..................................................................... $ 7,161 $ 4,300 Adjustments to reconcile net earnings to net cash provided by operating activities -- Depreciation and amortization ................................................ 1,379 476 Stock compensation expense ................................................... 5 4 Minority interest ............................................................ (300) -- Gain on sale of investments .................................................. (293) (205) Changes in assets and liabilities -- Increase in premium and related receivables .................................... (1,982) (2,640) Increase in other current assets ............................................... (626) (2,413) Decrease in deferred income taxes .............................................. 803 288 Decrease in other assets ....................................................... 58 -- Increase in medical claims liabilities ......................................... 3,586 5,363 Decrease in accounts payable and accrued expenses .............................. (187) (2,869) Increase in unearned revenues .................................................. 19 -- Increase in other liabilities .................................................. 236 -- ------------ ------------ Net cash provided by operating activities .................................... 9,859 2,304 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment ............................................... (684) (1,338) Purchase of investments .......................................................... (42,055) (6,673) Sales and maturities of investments .............................................. 35,218 11,751 Contract acquisitions ............................................................ (561) -- Investment in subsidiary ......................................................... (1,722) (3,188) ------------ ------------ Net cash (used in) provided by investing activities .......................... (9,804) 552 ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options .......................................... 259 15 ------------ ------------ Net cash provided by financing activities .................................... 259 15 ------------ ------------ Net increase in cash and cash equivalents .................................... 314 2,871 ------------ ------------ CASH AND CASH EQUIVALENTS, beginning of period ...................................... 59,656 88,867 ------------ ------------ CASH AND CASH EQUIVALENTS, end of period ............................................ $ 59,970 $ 91,738 ============ ============ SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest paid .................................................................... $ 18 $ -- Income taxes paid ................................................................ $ 1,230 $ 4,330
8 CENTENE CORPORATION SUPPLEMENTAL FINANCIAL DATA
Q1 Q4 Q3 Q2 2003 2002 2002 2002 ------------ ------------ ------------ ------------ MEMBERSHIP Wisconsin .......................... 139,100 133,000 126,800 123,900 Texas .............................. 122,700(a) 118,000(a) 67,800 61,900 Indiana ............................ 104,800 105,700 101,500 92,800 New Jersey ......................... 52,700 52,900 -- -- ------------ ------------ ------------ ------------ TOTAL ............................ 419,300 409,600 296,100 278,600 ============ ============ ============ ============ (a) Includes 12,000 members managed on an interim basis. Medicaid ........................... 344,700 336,100 264,100 252,100 SCHIP .............................. 66,600 65,900 29,400 23,900 SSI ................................ 8,000 7,600 2,600 2,600 ------------ ------------ ------------ ------------ TOTAL ............................ 419,300 409,600 296,100 278,600 ============ ============ ============ ============ REVENUE PER MEMBER ..................... $ 142.06 $ 134.08 $ 133.20 $ 132.33 CLAIMS Period-end Inventory ............... 144,465 150,717 140,432 169,969 Average Inventory .................. 131,382 73,800 51,700 79,000 Period-end Inventory per Member .... 0.34 0.37 0.47 0.61 DAYS IN CLAIMS PAYABLE(b) .............. 58.1 71.8 62.7 65.6 (b) Days in Claims Payable is a calculation of Medical Claims Liabilities at the end of the period divided by average medical costs per calendar day for such period. ANNUALIZED RETURN ON EQUITY(c) ......... 27.0% 27.7% 27.5% 26.0% (c) Annualized Return on Equity is calculated as follows: (net income for quarter x 4) divided by ((beginning of period equity + end of period equity) divided by 2).
HEALTH BENEFITS RATIO BY CATEGORY:
THREE MONTHS ENDED MARCH 31, ------------------------ 2003 2002 ------ ------ Medicaid (excluding SSI) ...................... 82.4% 82.5% SSI ........................................... 104.2% -- Total ....................................... 83.4% 82.5%
GENERAL AND ADMINISTRATIVE EXPENSE RATIO BY BUSINESS SEGMENT:
THREE MONTHS ENDED MARCH 31, ------------------------ 2003 2002 ------ ------ Medicaid Managed Care ......................... 10.5% 10.7% Specialty Services ............................ 18.6% 20.1% Total ....................................... 10.9% 10.9%
MEDICAL CLAIMS LIABILITIES (IN THOUSANDS) Four rolling quarters of the changes in medical claims liabilities are summarized as follows: BALANCE, MARCH 31, 2002 ........ $ 64,928 Acquisitions ................... 16,230(d) Incurred related to: Current period ............... 468,829 Prior period ................. (21,398) ---------- Total incurred ............. 447,431 ---------- Paid related to: Current period ............... 393,662 Prior period ................. 40,160 ---------- Total paid ................. 433,822 ---------- BALANCE, MARCH 31, 2003 ........ $ 94,767 ========== (d) Includes reserves acquired in connection with the acquisition of 80% of the outstanding capital stock of University Health Plans, Inc. Our claims reserving process utilizes a consistent actuarial methodology to estimate our ultimate liability. Any reduction in the "Incurred related to: Prior period" claims may be offset as we actuarially determine "Incurred related to: Current period." As such, only in the absence of a consistent reserving methodology would favorable development of prior period claims liability estimates reduce medical costs. We believe we have consistently applied our claims reserving methodology in each of the periods presented.
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