United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Period Ended June 30, 2003
Commission File Number 1-14177
COBALT CORPORATION
(Exact name of registrant as specified in its charter)
| Wisconsin | 39-1931212 | |
| (State of incorporation) | (I.R.S. Employer Identification No.) |
|
401 West Michigan Street, Milwaukee, Wisconsin |
53203-2896 |
|
| (Address of principal executive offices) | (Zip Code) | |
(414) 226-6900 (Registrant's telephone number, including area code) |
||
Indicate by check mark whether 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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12-b-2 of the Exchange Act). Yes ý No o
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date:
42,340,405 shares of common stock were outstanding as of July 31, 2003.
INDEX TO
QUARTERLY REPORT ON FORM 10-Q
For the Period Ended June 30, 2003
| PART I | |||
Item 1. |
Financial Statements and Supplementary Data |
3 |
|
Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
17 |
|
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
25 |
|
Item 4. |
Controls and Procedures |
25 |
|
PART II |
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Item 1. |
Legal Proceedings |
26 |
|
Item 2. |
Changes in Securities and Use of Proceeds |
26 |
|
Item 3. |
Defaults Upon Senior Securities |
26 |
|
Item 4. |
Submission of Matters to a Vote of Security Holders |
26 |
|
Item 5. |
Other Information |
26 |
|
Item 6. |
Exhibits and Reports on Form 8-K |
26 |
|
Signature Page |
28 |
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Index to Exhibits |
29 |
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2
ITEM 1. Financial Statements and Supplementary Data
Cobalt Corporation
Consolidated Balance Sheets
| |
June 30, 2003 |
December 31, 2002 |
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|---|---|---|---|---|---|---|---|
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(Unaudited) |
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| |
(In thousands) |
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| ASSETS | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 56,718 | $ | 49,710 | |||
| Investmentsavailable-for-sale, at fair value | 415,238 | 373,870 | |||||
| Premium receivables | 46,401 | 40,971 | |||||
| Due from clinics and providers | 3,667 | 3,750 | |||||
| Reinsurance recoverables | 31,672 | 30,046 | |||||
| Other receivables | 47,982 | 43,431 | |||||
| Prepaid expenses and other current assets | 51,910 | 35,805 | |||||
| Total current assets | 653,588 | 577,583 | |||||
Noncurrent assets: |
|||||||
| Investmentsheld-to-maturity, at amortized cost | 13,003 | 12,780 | |||||
| Property and equipment, net | 38,822 | 34,167 | |||||
| Goodwill and intangible assets, net | 89,686 | 102,908 | |||||
| Prepaid pension | 67,901 | 66,142 | |||||
| Deferred income taxes | 19,508 | 33,528 | |||||
| Reinsurance recoverables | 25,189 | 24,177 | |||||
| Other noncurrent assets | 24,751 | 18,614 | |||||
| Total assets | $ | 932,448 | $ | 869,899 | |||
LIABILITIES AND SHAREHOLDERS' EQUITY |
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| Current liabilities: | |||||||
| Medical and other benefits payable | $ | 218,789 | $ | 198,101 | |||
| Advance and unearned premiums | 102,369 | 92,277 | |||||
| Payables and accrued expenses | 61,933 | 74,641 | |||||
| Short-term debt | 1,894 | 12,451 | |||||
| Other current liabilities | 37,116 | 35,500 | |||||
| Total current liabilities | 422,101 | 412,970 | |||||
| Noncurrent liabilities: | |||||||
| Medical and other benefits payable | 57,091 | 56,777 | |||||
| Deferred income taxes | 35,925 | 36,142 | |||||
| Postretirement benefits other than pension | 18,455 | 18,042 | |||||
| Long-term debt | 25,000 | 25,000 | |||||
| Other noncurrent liabilities | 31,750 | 18,449 | |||||
| Total liabilities | 590,322 | 567,380 | |||||
Shareholders' equity: |
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| Preferred stock (no par value, 1,000,000 shares authorized) | | | |||||
| Common stock (Note L) | 268,625 | 261,482 | |||||
| Retained earnings | 60,497 | 33,280 | |||||
| Accumulated other comprehensive income | 13,004 | 7,757 | |||||
| Total shareholders' equity | 342,126 | 302,519 | |||||
| Total liabilities and shareholders' equity | $ | 932,448 | $ | 869,899 | |||
See notes to interim consolidated financial statements.
3
Cobalt Corporation
Consolidated Statements of Operations
(Unaudited)
| |
Three months ended June 30, |
Six months ended June 30, |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2003 |
2002 |
2003 |
2002 |
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| |
(In thousands, except share data) |
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| Revenues: | |||||||||||||||
| Premium | $ | 363,310 | $ | 339,129 | $ | 720,687 | $ | 677,095 | |||||||
| Government services | 29,893 | 27,971 | 57,703 | 56,780 | |||||||||||
| Other | 17,579 | 12,150 | 36,338 | 23,414 | |||||||||||
| Total health services revenue | 410,782 | 379,250 | 814,728 | 757,289 | |||||||||||
| Investment income, net | 4,724 | 3,708 | 9,121 | 6,535 | |||||||||||
| Net realized investment gains (losses) | 1,083 | (77 | ) | 1,307 | 27 | ||||||||||
| Total revenues | 416,589 | 382,881 | 825,156 | 763,851 | |||||||||||
| Expenses: | |||||||||||||||
| Medical and other benefits | 296,408 | 290,808 | 600,249 | 583,166 | |||||||||||
| Selling, general, administrative, and other | 88,494 | 80,581 | 174,412 | 157,449 | |||||||||||
| Interest | 279 | 71 | 554 | 243 | |||||||||||
| Amortization of intangible assets | 306 | | 631 | | |||||||||||
| Total expenses | 385,487 | 371,460 | 775,846 | 740,858 | |||||||||||
| Income from continuing operations before income tax expense and income from investment in affiliates | 31,102 | 11,421 | 49,310 | 22,993 | |||||||||||
| Income tax expense | (15,227 | ) | (1,124 | ) | (22,293 | ) | (2,304 | ) | |||||||
| Income from investment in affiliates, net of tax | 200 | 12,465 | 200 | 15,317 | |||||||||||
| Income from continuing operations | 16,075 | 22,762 | 27,217 | 36,006 | |||||||||||
| Loss from discontinued operations, net of tax | | | | (550 | ) | ||||||||||
| Gain (loss) on sale of discontinued operations, net of tax | | (250 | ) | | 9,659 | ||||||||||
| Net income | $ | 16,075 | $ | 22,512 | $ | 27,217 | $ | 45,115 | |||||||
| Weighted average common shares | 41,997,147 | 40,904,010 | 41,912,688 | 40,771,339 | |||||||||||
| Diluted weighted average common shares | 43,099,339 | 42,413,553 | 42,902,864 | 41,760,291 | |||||||||||
| Earnings (loss) per common share: | |||||||||||||||
| Basic EPS from continuing operations | $ | 0.38 | $ | 0.56 | $ | 0.65 | $ | 0.88 | |||||||
| Basic EPS from discontinued operations | | (0.01 | ) | | 0.23 | ||||||||||
| Total basic EPS | $ | 0.38 | $ | 0.55 | $ | 0.65 | $ | 1.11 | |||||||
| Diluted EPS from continuing operations | $ | 0.37 | $ | 0.54 | $ | 0.63 | $ | 0.86 | |||||||
| Diluted EPS from discontinued operations | | (0.01 | ) | | 0.22 | ||||||||||
| Total diluted EPS | $ | 0.37 | $ | 0.53 | $ | 0.63 | $ | 1.08 | |||||||
See notes to interim consolidated financial statements.
4
Cobalt Corporation
Consolidated Statements of Changes in Shareholders' Equity and Comprehensive Income
(Unaudited)
| |
Common Stock |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
Common Shares Outstanding |
Common Stock |
Unearned Compensation Restricted Stock |
Retained Earnings (Deficit) |
Comprehensive Income |
Accumulated Other Comprehensive Income |
Total Shareholders' Equity |
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| |
(In thousands, except share data) |
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| Balance at December 31, 2001 | 40,593,043 | $ | 249,566 | $ | | $ | (41,979 | ) | $ | 635 | $ | 208,222 | |||||||||
| Net income | | | | 45,115 | $ | 45,115 | | 45,115 | |||||||||||||
| Change in unrealized gains/losses on investments, net of tax | | | | | 21,416 | 21,416 | 21,416 | ||||||||||||||
| Issuance of common stock options exercised | 448,967 | 3,514 | | | | | 3,514 | ||||||||||||||
| Tax benefit from stock options exercised | | 1,476 | | | | | 1,476 | ||||||||||||||
| Issuance of common stock401(k) | 64,880 | 450 | | | | | 450 | ||||||||||||||
| Change in ownership affiliates | | | | 1,304 | | | 1,304 | ||||||||||||||
| Stock option amortization | | 89 | | | | | 89 | ||||||||||||||
| Comprehensive income | $ | 66,531 | |||||||||||||||||||
| Balance at June 30, 2002 | 41,106,890 | $ | 255,095 | $ | | $ | 4,440 | $ | 22,051 | $ | 281,586 | ||||||||||
| Balance at December 31, 2002 | 41,644,584 | $ | 261,482 | $ | | $ | 33,280 | $ | 7,757 | $ | 302,519 | ||||||||||
| Net income | | | | 27,217 | $ | 27,217 | | 27,217 | |||||||||||||
| Change in unrealized gains/losses on investments, net of tax | | | | | 5,247 | 5,247 | 5,247 | ||||||||||||||
| Issuance of common stockoptions exercised | 496,795 | 3,227 | | | | | 3,227 | ||||||||||||||
| Tax benefit from stock options exercised | | 2,661 | | | | | 2,661 | ||||||||||||||
| Issuance of common stock401(k) | 43,180 | 552 | | | | | 552 | ||||||||||||||
| Issuance of common stockrestricted shares | 155,900 | 2,187 | (2,187 | ) | | | | | |||||||||||||
| Amortization of unearned compensation restricted stock | | | 271 | | | | 271 | ||||||||||||||
| Stock option amortization | | 433 | | | | | 433 | ||||||||||||||
| Repurchase of fractional shares | (54 | ) | (1 | ) | | | | | (1 | ) | |||||||||||
| Comprehensive income | $ | 32,464 | |||||||||||||||||||
| Balance at June 30, 2003 | 42,340,405 | $ | 270,541 | $ | (1,916 | ) | $ | 60,497 | $ | 13,004 | $ | 342,126 | |||||||||
See notes to interim consolidated financial statements.
5
Cobalt Corporation
Consolidated Statements of Cash Flows
(Unaudited)
| |
Six months ended June 30, |
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|---|---|---|---|---|---|---|---|---|---|
| |
2003 |
2002 |
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| |
(In thousands) |
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| Operating activities | |||||||||
| Income from continuing operations | $ | 27,217 | $ | 36,006 | |||||
| Adjustments to reconcile income from continuing operations to net cash provided by operating activities: | |||||||||
| Depreciation and amortization | 7,595 | 5,510 | |||||||
| Income from investment in affiliates, net of tax | (200 | ) | (15,317 | ) | |||||
| Realized investment gains, net | (1,307 | ) | (27 | ) | |||||
| Deferred income tax (benefit) expense | (637 | ) | 38 | ||||||
| Changes in operating accounts, net of discontinued operations and acquisition/divestiture related activity: | |||||||||
| Premium receivables | (5,430 | ) | (503 | ) | |||||
| Other receivables | 1,690 | 1,225 | |||||||
| Due from clinics and providers | 83 | 4,657 | |||||||
| Reinsurance recoverables | (2,638 | ) | (3,124 | ) | |||||
| Medical and other benefits payable | 21,002 | (22,664 | ) | ||||||
| Advance and unearned premiums | 10,092 | (2,520 | ) | ||||||
| Taxes payable/receivable | 16,863 | 1,987 | |||||||
| Payables and accrued expenses | (15,440 | ) | 3,489 | ||||||
| Other, net | (1,391 | ) | (7,050 | ) | |||||
| Net cash provided by continuing operations | 57,499 | 1,707 | |||||||
| Investing activities | |||||||||
| Acquisition activity | (131 | ) | | ||||||
| Proceeds from sale of investment in affiliate | 2,893 | 68,436 | |||||||
| Proceeds from sale of discontinued operations | | 17,000 | |||||||
| Purchases of available-for-sale investments | (116,811 | ) | (96,529 | ) | |||||
| Purchases of held-to-maturity investments | (1,979 | ) | | ||||||
| Proceeds from maturity of held-to-maturity investments | 1,705 | 245 | |||||||
| Proceeds from sale and maturity of available-for-sale investments | 79,914 | 32,130 | |||||||
| Dividend from unconsolidated affiliate | 250 | 552 | |||||||
| Additions to property and equipment, net | (9,554 | ) | (5,321 | ) | |||||
| Net cash (used in) provided by investing activities | (43,713 | ) | 16,513 | ||||||
| Financing activities | |||||||||
| Proceeds from issuance of common stock | 3,779 | 3,963 | |||||||
| Net repayments of debt | (10,557 | ) | (6,853 | ) | |||||
| Net cash used in financing activities | (6,778 | ) | (2,890 | ) | |||||
| Discontinued Operations | |||||||||
| Cash flows from discontinued operations | | 479 | |||||||
| Net cash provided by discontinued operations | | 479 | |||||||
| Cash and cash equivalents | |||||||||
| Increase during the period | 7,008 | 15,809 | |||||||
| Balance at beginning of year | 49,710 | 51,669 | |||||||
| Balance at end of period | $ | 56,718 | $ | 67,478 | |||||
See notes to interim consolidated financial statements.
6
Cobalt Corporation
Notes To Interim Consolidated Financial Statements
(Unaudited)
Note A. Basis of Presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States ("GAAP") for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three months and six months ended June 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2002 and footnotes thereto included in the Cobalt Corporation (the "Company," "we," "us," or "Cobalt") Annual Report on Form 10-K for the year ended December 31, 2002, as filed with the Securities and Exchange Commission.
Certain reclassifications have been made to the interim consolidated financial statements for 2002 to conform with the 2003 presentation.
Note B. Merger Agreement
On June 3, 2003, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with WellPoint Health Networks Inc. ("WellPoint") and Crossroads Acquisition Corp., a wholly-owned subsidiary of WellPoint ("Merger Sub"). Under the Merger Agreement, we will merge with Merger Sub, on the terms and subject to the conditions specified in the Merger Agreement (the "Merger").
The Merger Agreement provides that each share of Cobalt common stock outstanding immediately prior to the effective time of the Merger (other than treasury stock of Cobalt, shares of Cobalt common stock held by Blue Cross & Blue Shield United of Wisconsin ("BCBSUW") and shares of Cobalt common stock owned by WellPoint) shall be converted at the effective time of the merger into the right to receive: (i) $10.25 in cash and (ii) 0.1233 of a share of WellPoint common stock, subject to adjustment as described in the next sentence. If the average closing price of WellPoint common stock on the New York Stock Exchange for the 15 consecutive trading days ending on the trading day immediately after the day on which all of the closing conditions have been satisfied or waived (other than the condition that the price of WellPoint's common stock be at least $62.50 and those conditions that can only be satisfied on the closing date) is less than $70.97, then each share of Cobalt common stock will be converted into the right to receive (i) $10.25 and (ii) a fraction of a share of WellPoint common stock, the numerator of which is equal to $8.75 and the denominator of which is equal to the average closing price of WellPoint common stock over such 15 day period ending on and including the determination date, rounded to the nearest 1/10,000.
Completion of the Merger is subject to approval of our shareholders, Blue Cross and Blue Shield Association (the "Association") approval, government and regulatory approvals and other customary closing conditions. The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.
Concurrently with the execution of the Merger Agreement, the Wisconsin United for Health Foundation, Inc. (the "Foundation"), which owns approximately 59% of our outstanding shares of common stock, entered into a Voting and Lockup Agreement with WellPoint (the "Lockup Agreement"). Under the Lockup Agreement, the Foundation agreed, among other things, to vote all of
7
its shares of Cobalt stock in favor of the Merger, on the terms and subject to the conditions specified in the Lockup Agreement.
Note C. Acquisition of Claim Management Services, Inc.
On December 31, 2002, we purchased all of the outstanding stock of Claim Management Services, Inc. ("CMSI"), a third-party administrator of self-funded employee benefit plans. CMSI is headquartered in Green Bay, Wisconsin. For the year ended December 31, 2002, CMSI recorded revenue and pre-tax income of $21,965,000 and $2,316,000, respectively. Our consolidated financial statements include the results of operations for CMSI for periods subsequent to the acquisition date.
Note D. Discontinued Operations
On March 29, 2002, w