-----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, UAllS5Ky91d+oR6f5N0sr3hDuYANUROxt2BO1MfYT6lf7Map1boUk4KYsqNJ33Hh QU61c5Fje79bti3W3dB01A== 0000914039-99-000101.txt : 19990322 0000914039-99-000101.hdr.sgml : 19990322 ACCESSION NUMBER: 0000914039-99-000101 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990225 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OXFORD HEALTH PLANS INC CENTRAL INDEX KEY: 0000865084 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 061118515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-19442 FILM NUMBER: 99568673 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2038521442 MAIL ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 8-K/A 1 AMENDMENT #1 TO FORM 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 25, 1999 OXFORD HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 0-19442 06-1118515 (State or other jurisdiction) (Commission (IRS Employer of incorporation) File Number) Identification No.) 800 Connecticut Avenue, Norwalk, Connecticut 06854 (Address of principal executive offices) (Zip Code) (203) 852-1442 (Registrant's telephone number, including area code) 1 2 ITEM 5. OTHER EVENTS. In connection with the completion of the Company's year-end closing, certain nonrecurring items that were previously classified as unusual charges and restructuring charges in the second quarter of 1998 were reclassified to operating and income tax captions in the 1998 statement of operations. A reclassification of unusual charges aggregating approximately $73.5 million was made related to charges taken in the second quarter for strengthening medical claim reserves, establishing reserves for losses on provider advances, and certain other asset impairment losses. A reclassification of restructuring charges aggregating $18.8 million was made related to the write-down of government program account receivables and accruals of certain litigation defense costs and other expenses. These reclassifications do not affect the reported net loss for the second quarter or for the full year of 1998, but do have the effect of increasing the second quarter medical loss ratio and administrative loss ratio from the levels previously reported and full year ratios are also slightly higher. Subsequent to the filing of the Company's Current Report on Form 8-K dated February 25, 1999, a reclassification of previously reported restructuring charges approximating $6.0 million was made related to certain deferred tax assets, which changes are now included in the 1998 statement of operations as reduction of the previously reported income tax benefit. Additionally, approximately $1.6 million of amortization of preferred stock issuance expenses was reclassified from accumulated deficit to additional paid-in capital. These reclassifications have no effect on the reported net loss for the second quarter or the full year of 1998.
Before After Quarter ended June 30, 1998 (Dollars in thousands) Reclassification Reclassification - ---------------------------------------------------------------------------------------------------------------------------- Total revenues $ 1,191,112 $ 1,191,112 Health services expenses 1,188,265 1,256,214 Marketing, general and administrative expenses 203,659 227,968 Restructuring charges 174,266 149,470 Unusual charges 111,790 38,341 Income tax expense - 5,957 Medical loss ratio 102.8% 108.7% Administrative loss ratio 17.6% 19.6%
The Company's revised balance sheets as of December 31, 1998 and 1997 and statements of operations for the three months and years ended December 31, 1998 and 1997 are attached as Exhibits hereto and incorporated herein by reference. ITEM 7. Financial Statements and Exhibits (c) Exhibits 99(a) Revised Balance Sheets as of December 31, 1998 and 1997 99(b) Revised Statements of Operations for the three months and years ended December 31, 1998 and 1997 2 3 SIGNATURES 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, thereunto duly authorized. OXFORD HEALTH PLANS, INC. Date: March 19, 1999 By: /s/ KURT B. THOMPSON -------------------------- KURT B. THOMPSON Chief Accounting Officer 3 4 OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES EXHIBIT INDEX Exhibit Page Number Description of Document Number - ------ ----------------------- ------ 99(a) Revised Balance Sheets as of December 31, 1998 and 1997 5 99(b) Revised Statements of Operations for the three months and 6 years ended December 31, 1998 and 1997 4 EX-99.A 2 EXHIBIT 99.A 1 Exhibit 99(a) OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1998 AND 1997 (IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS 1998 1997 ----------- ----------- Current assets: Cash and cash equivalents $ 237,717 $ 4,141 Investments - available-for-sale, at market value 922,990 635,743 Premiums receivable, net 110,254 275,646 Other receivables 36,540 42,517 Prepaid expenses and other current assets 9,746 10,097 Refundable income taxes -- 120,439 Deferred income taxes 43,385 38,092 ----------- ----------- Total current assets 1,360,632 1,126,675 Property and equipment, at cost, net of accumulated depreciation and amortization of $160,431 in 1998 and $125,926 in 1997 112,941 147,093 Deferred income taxes 94,182 86,406 Restricted investments - held-to-maturity, at amortized cost 44,798 -- Other noncurrent assets 25,197 29,927 ----------- ----------- Total assets $ 1,637,750 $ 1,390,101 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Medical costs payable $ 850,197 $ 762,959 Trade accounts payable and accrued expenses 176,833 144,264 Unearned premiums 105,993 124,603 Current portion of capital lease obligations 15,938 -- Deferred income taxes 2,228 9,059 ----------- ----------- Total current liabilities 1,151,189 1,040,885 Long-term debt 350,000 -- Obligations under capital leases 18,850 -- Redeemable preferred stock 298,816 -- Shareholder's equity (deficit): Preferred stock, $.01 par value, authorized 2,000,000 shares -- -- Common stock, $.01 par value, authorized 400,000,000 shares; issued and outstanding 80,515,872 in 1998 and 79,474,439 in 1997 805 795 Additional paid-in capital 506,243 437,653 Accumulated deficit (692,290) (95,498) Accumulated other comprehensive earnings 4,137 6,266 ----------- ----------- Total liabilities and shareholders' equity (deficit) $ 1,637,750 $ 1,390,101 =========== ===========
5 EX-99.B 3 EXHIBIT 99.B 1 Exhibit 99(b) OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES Consolidated Statements of Operations Three Months and Years Ended December 31, 1998 and 1997 (In thousands, except per share, per member per month and membership highlights data)
Three Months Ended Year Ended December 31 December 31 --------------------------- --------------------------- Revenues: 1998 1997 1998 1997 ----------- ----------- ----------- ----------- Premiums earned $ 1,100,227 $ 1,107,414 $ 4,612,328 $ 4,167,224 Third-party administration, net 4,455 2,501 17,838 12,592 Investment and other income (expense), net 23,809 28,628 91,436 73,704 ----------- ----------- ----------- ----------- Total revenues 1,128,491 1,138,543 4,721,602 4,253,520 ----------- ----------- ----------- ----------- Expenses: Health care services 983,152 1,286,544 4,321,583 3,915,811 Marketing, general and administrative 154,796 227,677 708,452 679,567 ----------- ----------- ----------- ----------- Total expenses 1,137,948 1,514,221 5,030,035 4,595,378 ----------- ----------- ----------- ----------- Earnings (loss) before income taxes, financing charges, depreciation and amortization, restructuring and unusual charges (credits) ("EBITDA") (9,457) (375,678) (308,433) (341,858) Other charges (credits): Interest and other financing charges 12,851 11,118 55,857 11,118 Depreciation and amortization 16,588 18,048 67,141 61,045 Restructuring (29,043) -- 145,457 -- Unusual -- 41,618 38,341 41,618 Gain on sale of affiliate -- (25,168) -- (25,168) Equity in net loss of affiliate -- -- -- 1,140 ----------- ----------- ----------- ----------- Total other charges 396 45,616 306,796 89,753 ----------- ----------- ----------- ----------- Loss before income taxes (9,853) (421,294) (615,229) (431,611) Income tax benefit (1,905) (136,609) (18,437) (140,323) ----------- ----------- ----------- ----------- Net loss (7,948) (284,685) (596,792) (291,288) Less preferred stock dividends and amortization (10,883) -- (27,668) -- ----------- ----------- ----------- ----------- Net loss attributable to common stock $ (18,831) $ (284,685) $ (624,460) $ (291,288) =========== =========== =========== =========== Loss per common share-basic and diluted $ (.23) $ (3.58) $ (7.79) $ (3.70) =========== =========== =========== =========== Weighted-average common shares outstanding-basic and diluted 80,463 79,448 80,120 78,635 =========== =========== =========== =========== Selected information: Medical loss ratio 89.4% 116.2% 93.7% 94.0% Administrative loss ratio 15.4% 22.1% 16.7% 17.6% PMPM premium revenue $ 199.94 $ 190.73 $ 199.82 $ 193.06 PMPM medical expense $ 178.67 $ 221.60 $ 187.23 $ 181.46 Fully insured member months 5,502.7 5,806.1 23,081.9 21,584.7
Membership at December 31 ----------------------- Increase MEMBERSHIP HIGHLIGHTS 1998 1997 (Decrease) --------- --------- -------- Freedom Plan 1,318,100 1,333,500 (15,400) HMO 260,700 270,400 (9,700) Medicare 148,600 161,000 (12,400) Medicaid 97,800 189,600 (91,800) --------- --------- -------- Total Fully Insured 1,825,200 1,954,500 (129,300) Self-funded 56,200 53,600 2,600 --------- --------- -------- Total Membership 1,881,400 2,008,100 (126,700) ========= ========= ========
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