SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities
Exchange Act Of 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
OR
[ ] 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 1-13154
AMERICAN MEDICAL SECURITY GROUP, INC.
(Exact name of Registrant as specified in its charter)
WISCONSIN 39-1431799
(State of Incorporation) (I.R.S. Employer Identification No.)
3100 AMS BOULEVARD
GREEN BAY, WISCONSIN 54313
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (920) 661-1111
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 __X__ No _____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock, no par value, outstanding as of October 31, 2000:
14,470,415 shares
AMERICAN MEDICAL SECURITY GROUP, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
September 30, 2000 and December 31, 1999.................3
Condensed Consolidated Statements of Income
Three months ended September 30, 2000 and 1999;
Nine months ended September 30, 2000 and 1999............5
Condensed Consolidated Statements of Cash Flows
Nine months ended September 30, 2000 and 1999............6
Notes to Condensed Consolidated Financial Statements
September 30, 2000.......................................7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...............................12
Item 3. Quantitative and Qualitative Disclosures About Market Risk..17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings...........................................18
Item 6. Exhibits and Reports on Form 8-K............................18
Signatures...............................................................19
Exhibit Index..........................................................EX-1
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICAN MEDICAL SECURITY GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, December 31,
2000 1999
---------------------------------
(IN THOUSANDS)
ASSETS
Investments:
Securities available for sale, at fair value:
Fixed maturities $ 269,950 $ 270,800
Equity securities-preferred 2,315 2,198
Fixed maturity securities held to maturity, at amortized cost 4,328 3,275
Trading securities, at fair value 127 -
---------------------------------
Total investments 276,720 276,273
Cash and cash equivalents (6) 17,266
Other assets:
Property and equipment, net 32,607 32,624
Goodwill and other intangibles, net 108,508 111,347
Other assets 47,016 65,584
---------------------------------
Total other assets 188,131 209,555
---------------------------------
Total assets $ 464,845 $ 503,094
=================================
See Notes to Condensed Consolidated Financial Statements
3
AMERICAN MEDICAL SECURITY GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, December 31,
2000 1999
---------------------------------
(IN THOUSANDS)
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Medical and other benefits payable $ 137,019 $ 169,117
Advance premiums 20,780 17,277
Payables and accrued expenses 27,559 25,044
Notes payable 41,558 42,523
Other liabilities 19,300 28,853
---------------------------------
Total liabilities 246,216 282,814
Shareholders' equity:
Common stock (no par value, $1 stated value, 50,000,000 shares authorized,
16,654,315 issued and 14,530,215 outstanding at September 30, 2000,
16,653,646 issued and 15,532,146 outstanding at December 31, 1999) 16,654 16,654
Paid-in capital 187,956 187,952
Retained earnings 36,169 33,626
Accumulated other comprehensive loss, net of tax benefit of $4,153,000
and $5,634,000 at September 30, 2000 and December 31, 1999, respectively (7,712) (10,464)
Treasury stock (2,124,100 and 1,121,500 shares at cost
at September 30, 2000 and December 31, 1999, respectively) (14,438) (7,488)
---------------------------------
Total shareholders' equity 218,629 220,280
---------------------------------
Total liabilities and shareholders' equity $ 464,845 $ 503,094
=================================
See Notes to Condensed Consolidated Financial Statements
4
AMERICAN MEDICAL SECURITY GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------------- ---------------------------------
2000 1999 2000 1999
--------------------------------- ---------------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Revenues:
Insurance premiums $ 231,963 $ 266,146 $ 720,405 $ 793,236
Net investment income 4,530 4,897 14,187 14,572
Other revenue 5,263 5,058 15,167 16,742
--------------------------------- ---------------------------------
Total revenues 241,756 276,101 749,759 824,550
Expenses:
Medical and other benefits 180,141 245,509 550,216 654,674
Selling, general and administrative 61,060 68,356 188,682 204,146
Interest expense 890 889 2,669 2,655
Amortization of goodwill and intangibles 946 1,017 2,839 3,075
--------------------------------- ---------------------------------
Total expenses 243,037 315,771 744,406 864,550
--------------------------------- ---------------------------------
Income (loss) before income taxes (1,281) (39,670) 5,353 (40,000)
Income tax expense (benefit) 95 (13,745) 2,810 (13,540)
--------------------------------- ---------------------------------
Net income (loss) $ (1,376) $ (25,925) $ 2,543 $ (26,460)
================================= =================================
Net income (loss) per common share:
Basic $ (0.09) $ (1.57) $ 0.17 $ (1.59)
Diluted $ (0.09) $ (1.57) $ 0.17 $ (1.59)
See Notes to Condensed Consolidated Financial Statements
5
AMERICAN MEDICAL SECURITY GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
---------------------------------
2000 1999
---------------------------------
(IN THOUSANDS)
OPERATING ACTIVITIES:
Net income (loss) $ 2,543 $ (26,460)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 7,325 7,885
Net realized investment losses 202 276
Increase in trading securities (127) -
Deferred income tax expense (benefit) 5,261 (3,597)
Changes in operating accounts:
Other assets 11,825 (19,214)
Medical and other benefits payable (32,098) 48,443
Advance premiums 3,503 25
Payables and accrued expenses 2,515 7,013
Other liabilities (9,553) 2,145
---------------------------------
Net cash provided by (used in) operating activities (8,604) 16,516
INVESTING ACTIVITIES:
Purchases of available for sale securities (13,838) (186,983)
Proceeds from sale of available for sale securities 13,335 153,970
Proceeds from maturity of available for sale securities 2,645 18,425
Purchases of held to maturity securities - (456)
Proceeds from maturity of held to maturity securities 630 540
Purchases of property and equipment (3,539) (2,037)
Proceeds from sale of property and equipment 10 34
---------------------------------
Net cash used in investing activities (757) (16,507)
FINANCING ACTIVITIES:
Issuance of common stock 4 3
Purchase of treasury stock (6,950) (3,202)
Borrowings under line of credit agreement 39,158 5,000
Repayment on line of credit agreement (39,158) (5,000)
Repayment of notes payable (965) (2,201)
---------------------------------
Net cash used in financing activities (7,911) (5,400)
---------------------------------
Cash and cash equivalents:
Net decrease (17,272) (5,391)
Balance at beginning of year 17,266 10,648
---------------------------------
Balance at end of period $ (6) $ 5,257
=================================
See Notes to Condensed Consolidated Financial Statements
6
AMERICAN MEDICAL SECURITY GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2000
NOTE A. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
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 generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of only normal recurring adjustments) considered necessary for a
fair presentation have been included. Operating results for the three and nine
month periods ended September 30, 2000 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2000. These
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and footnotes thereto included in the
American Medical Security Group, Inc. ("AMSG" or the "Company") annual report on
Form 10-K for the year ended December 31, 1999.
NOTE B. EARNINGS PER SHARE
Basic earnings per common share are computed by dividing net income by
the weighted average number of common shares outstanding. Diluted earnings per
common share are computed by dividing net income by the weighted average number
of common shares outstanding, adjusted for the effect of dilutive employee stock
options.
The following table provides a reconciliation of the number of weighted
average basic and diluted shares outstanding:
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------------- ----------------------------------
2000 1999 2000 1999
-------------------------------- ----------------------------------
Weighted average common
shares outstanding - basic 14,562,275 16,468,380 15,054,086 16,590,952
Effect of dilutive stock options - - 87,624 -
-------------------------------- ----------------------------------
Weighted average common
shares outstanding - diluted 14,562,275 16,468,380 15,141,710 16,590,952
================================ ==================================
The effect of dilutive securities is excluded from the diluted earnings
per common share computation for the three months ended September 30, 2000 and
the three and nine months ended September 30, 1999 because the Company had a net
loss in those periods, therefore their inclusion would have been antidilutive.
Certain options to purchase shares were not included in the computation of
diluted earnings per common share because the options' exercise prices were
greater than the average market price of the outstanding common shares for the
period.
7
NOTE C. COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) is defined as net income (loss) plus or
minus other comprehensive income (loss), which for the Company, under existing
accounting standards, includes unrealized gains and losses, net of income tax
effects, on certain investments in debt and equity securities. Comprehensive
income (loss) for the Company is calculated as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------------- ------------------------------
2000 1999 2000 1999
-------------------------------- ------------------------------
(IN THOUSANDS)
Net income (loss) $ (1,376) $ (25,925) $ 2,543 $ (26,460)
Unrealized gain (loss) on
available for sale securities 2,634 (1,947) 2,752 (9,155)
-------------------------------- -------------------------------
Comprehensive income (loss) $ 1,258 $ (27,872) $ 5,295 $ (35,615)
================================ ===============================
NOTE D. CREDIT AGREEMENT
On November 10, 2000, the Company amended its revolving bank line of
credit agreement to extend the maximum allowable limit on the Company's share
repurchase program by $2.0 million from $16.0 to $18.0 million. To accommodate
the increase, the Company was required to amend certain other debt covenants
within the line of credit agreement. The amendment also reduces the Company's
maximum available line of credit from $45.0 million to $40.0 million. Prior to
this amendment, this credit facility reduction would have occurred during the
first quarter of 2001. The outstanding balance of loans under the revolving bank
line of credit agreement was $35.2 million at September 30, 2000.
NOTE E. CONTINGENCIES
On August 26, 1999, a $6.9 million verdict was entered against the
Company in a lawsuit which principally alleged breach of contract involving the
timing of claims payments. On April 17, 2000, the Company filed its notice of
appeal of this decision with a Federal Appeals Court. Based on consultation with
outside counsel, management expects the verdict to be reversed or substantially
reduced following appeal. As a result, the Company's accrual related to this
case is not material.
On February 7, 2000, a $5.4 million verdict was entered against the
Company in a lawsuit which alleged breach of contract involving commission
amounts due to a former agent. On April 18, 2000, the Company filed a notice of
appeal with an Ohio Appeals Court requesting reversal of the decision. The
Appeals Court heard oral arguments on October 5, 2000, and the parties are
awaiting a decision. Based on consultation with outside counsel, management
expects the verdict to be reversed or substantially reduced following appeal. As
a result, the Company's accrual related to this case is not material.
The Company is involved in various legal and regulatory actions
occurring in the normal course of its business. In the opinion of management,
adequate provision has been made for losses which may result from the
above-mentioned and other legal and regulatory actions; accordingly, the outcome
of these matters is not expected to have a material adverse effect on the
consolidated financial statements.
8
NOTE F. SEGMENT INFORMATION
The Company has two reportable segments: 1) health insurance products,
and 2) life insurance products. The Company's health insurance products consist
of the following coverages related to small group preferred provider
organization products: MedOne (for individuals and families) and small group
medical, self funded medical, dental and short-term disability. Life products
consist primarily of group term-life insurance. The "All Other" segment includes
operations not directly related to the business segments and unallocated
corporate items (i.e., corporate investment income, interest expense on
corporate debt, amortization of goodwill and intangibles and unallocated
overhead expenses). The Company's All Other segment also includes data for its
health maintenance organization ("HMO") subsidiary. The reportable segments are
managed separately because they differ in the nature of the products offered and
in profit margins.
The Company evaluates segment performance based on profit or loss
before income taxes, not including gains and losses on the Company's investment
portfolio. The accounting policies of the reportable segments are the same as
those used to report the Company's consolidated financial statements.
Intercompany transactions have been eliminated prior to reporting reportable
segment information.
A reconciliation of segment income (loss) before income taxes to
consolidated income (loss) before income taxes is as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------------- ---------------------------------
2000 1999 2000 1999
-------------------------------- ---------------------------------
(IN THOUSANDS)
Health segment $ (3,956) $ (34,976) $ (2,692) $ (38,921)
Life segment 2,006 2,447 7,036 7,023
All other 669 (7,141) 1,009 (8,102)
-------------------------------- ---------------------------------
Income (loss) before income taxes $ (1,281) $ (39,670) $ 5,353 $ (40,000)
================================ =================================
9
Operating results and statistics for each of the Company's segments are
as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------------- --------------------------------
2000 1999 2000 1999
-------------------------------- --------------------------------
(IN THOUSANDS)
HEALTH SEGMENT
OPERATING RESULTS
Revenues:
Insurance premiums $ 222,635 $ 247,602 $ 684,026 $ 741,006
Net investment income 2,243 2,201 7,141 6,766
Other revenue 4,220 4,140 12,203 14,048
-------------------------------- --------------------------------
Total revenues 229,098 253,943 703,370 761,820
Expenses:
Medical and other benefits 175,529 226,730 529,603 613,624
Selling, general and administrative 57,525 62,189 176,459 187,117
-------------------------------- --------------------------------
Total expenses 233,054 288,919 706,062 800,741
-------------------------------- --------------------------------
Loss before income taxes $ (3,956) $ (34,976) $ (2,692) $ (38,921)
================================ =================================
FINANCIAL STATISTICS
Loss ratio 78.8% 91.6% 77.4% 82.8%
Expense ratio 23.9% 23.4% 24.0% 23.4%
-------------------------------- --------------------------------
Combined ratio 102.7% 115.0% 101.4% 106.2%
================================ ================================
Membership at End of Period:
Medical:
Fully insured 475,706 576,354
Self funded 54,948 49,036
--------------------------------
Total medical 530,654 625,390
Dental 306,730 344,146
(a) Total medical membership for the Company of 537,664 and 654,768
at September 30, 2000 and 1999 includes HMO membership of 7,010
and 29,378, respectively. HMO operations are not included in
health segment operating results.
10
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------------- --------------------------------
2000 1999 2000 1999
-------------------------------- --------------------------------
(IN THOUSANDS)
LIFE SEGMENT
OPERATING RESULTS
REVENUES:
Insurance premiums $ 5,460 $ 6,641 $ 17,306 $ 19,751
Net investment income 157 48 473 147
Other revenue 57 64 171 202
-------------------------------- --------------------------------
Total revenues 5,674 6,753 17,950 20,100
Expenses:
Medical and other benefits 2,102 2,436 5,939 7,287
Selling, general and administrative 1,566 1,870 4,975 5,790
-------------------------------- --------------------------------
Total expenses 3,668 4,306 10,914 13,077
-------------------------------- --------------------------------
Income before income taxes $ 2,006 $ 2,447 $ 7,036 $ 7,023
================================ ================================
FINANCIAL STATISTICS
Loss ratio 38.5% 36.7% 34.3% 36.9%
Expense ratio 27.6% 27.2% 27.8% 28.3%
-------------------------------- --------------------------------
Combined ratio 66.1% 63.9% 62.1% 65.2%
================================ ================================
Membership at End of Period 259,000 307,343
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
American Medical Security Group, Inc., together with its subsidiary
companies ("AMSG" or the "Company"), is a provider of health care benefits and
insurance products for individuals and small employer groups. The Company's
principal product offerings are (1) health insurance for small employer groups
and (2) health insurance for individuals and families ("MedOne"). The Company
also offers life, dental, prescription drug, disability and accidental death
insurance, and provides stop-loss reinsurance and benefit administration for
self funded employer groups. The Company's products are actively marketed in 31
states and the District of Columbia through independent agents. The Company's
products generally provide discounts to insureds that utilize preferred provider
organizations ("PPOs"). AMSG owns a preferred provider network and also
contracts with several other networks to ensure cost-effective health care
choices to its customers.
RESULTS OF OPERATIONS
The Company reported a net loss of $1.4 million or $0.09 per share for
the third quarter of 2000. This compares to net loss of $25.9 million or $1.57
per share for the third quarter of 1999. For the nine months ended September 30,
2000, the Company reported net income of $2.5 million or $0.17 per share,
compared to a net loss of $26.5 million or $1.59 per share for the same period
in 1999. The loss for the third quarter of 2000 follows three consecutive
quarters of positive earnings for the Company.
The negative results for the third quarter of 2000 reflect an abrupt
rise in small group medical claim costs attributed mainly to a sudden increase
in the number of large claims and to an increase in the costs for outpatient
facility services. In addition, the Company received a one-time assessment from
the State of Minnesota related to the Company's exit from the MedOne health
insurance market in that state in early 1999. The assessment was $1.2 million in
excess of the Company's original provision for such assessment. Management
expects no similar assessments from other exited markets.
INSURANCE PREMIUMS
Insurance premiums for the three months ended September 30, 2000
decreased 12.8% to $232.0 million from $266.1 million for the same period in
1999. For the nine months ended September 30, 2000, insurance premiums decreased
9.2% to $720.4 million from $793.2 million for the same period in 1999. Premiums
have decreased primarily as a result of a decline in membership in the small
group and exited markets, partially offset by rising premium rates and rising
MedOne membership. Average premium per member for the third quarter increased by
$3 to $137, compared to the second quarter, reflecting continuing rate actions
taken by the Company. Insurance premiums for the Company's profitable MedOne
product increased 28% from the third quarter of the prior year. Management
considers the MedOne product to be a key strategic product and has recently
taken steps to accelerate membership and premium growth in this market through
an expanded agent force and additional regional and national distribution
agreements.
Total medical membership declined from 655,000 members at September 30,
1999 to 538,000 members at September 30, 2000. The membership decrease is a
result of (1) the Company's success in terminating business in several
unprofitable markets, including exited markets, (2) lower sales due to
aggressive premium rate increases implemented beginning in late 1999 and (3) the
run-off of the block of group health business acquired on January 1, 1999 from
Continental Assurance Company ("CNA"). Based on the rate of membership
terminations from exited markets and future sales projections, management
anticipates membership will continue to decline during the remainder of 2000 and
then begin to grow again in 2001.
12
NET INVESTMENT INCOME
Net investment income includes investment income and realized gains and
losses on investments. Investment gains and losses are realized in the normal
investment process in response to market opportunities. Net investment income
for the three months ended September 30, 2000 decreased slightly to $4.5 million
from $4.9 million for the three months ended September 30, 1999. Net investment
income was $14.2 million and $14.6 million for the nine month periods ended
September 30, 2000 and 1999, respectively. The decrease in net investment income
is due primarily to a decrease in average invested assets. Average invested
assets at cost were $291.6 million and $290.5 million for the three and nine
months ended September 30, 2000, respectively. In comparison, average invested
assets were $316.7 million and $306.1 million for the same respective periods
one year prior.
OTHER REVENUE
Other revenue, which primarily consists of administrative fee income
from claims processing and other administrative services, remained relatively
flat for the quarter at $5.3 million compared to $5.1 million for the third
quarter of 1999. On a year-to-date basis, other revenue decreased to $15.2
million from $16.7 million in the prior year. The decrease from the prior year
is primarily due to a decline in administrative fee revenue received for
payments of run-out claims associated with acquired blocks of business.
LOSS RATIO
The health loss ratio for the three months ended September 30, 2000 was
78.8% compared to 91.6% for the three months ended September 30, 1999. The
health loss ratio for the nine months ended September 30, 2000 was 77.4%
compared to 82.8% for the nine months ended September 30, 1999. The improvement
in the health loss ratio from the prior year reflects an improvement in the
small group medical market as a result of aggressive premium rate increases,
better-than expected experience in exited states and product redesign. Also
contributing to the improvement was the Company's increased sales in its MedOne
product line which is designed for a somewhat lower loss ratio.
The third quarter 2000 health loss ratio of 78.8% has increased from
the health loss ratio of 76.9% reported for the second quarter of 2000. The
increase from the prior quarter is attributed to an abrupt rise in small group
medical claim costs, as mentioned above. Management has identified two key
components contributing to the rise in small group medical claim costs which
resulted in the Company's disappointing third quarter financial results. The
first component was a significant increase in the number of large claims the
Company experienced in the second and third quarters of this year. A significant
portion were accident related or one-time medical events. The second component
was a sudden increase in the costs associated with outpatient facility services.
The life segment loss ratio for the three months ended September 30,
2000 was 38.5% compared to 36.7% for the three months ended September 30, 1999.
The life segment loss ratio for the nine months ended September 30, 2000
improved to 34.3% compared with 36.9% for the nine months ended September 30,
1999.
In the third quarter of 1999, the Company established a premium
deficiency reserve for expected losses related to highly regulated markets. The
amortized premium deficiency reserve balance was $3.2 million at September 30,
2000 which was 17% of the initial established reserve. The amortization of the
premium deficiency reserve is generally consistent with original assumptions.
Management believes that the current premium deficiency reserve remains adequate
to cover future losses for those defined markets.
13
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE RATIO
The selling, general and administrative ("SG&A") expense ratio includes
commissions and selling expenses, administrative expenses, and premium taxes and
assessments. As reported, the SG&A expense ratio for health segment products for
the three months ended September 30, 2000 was 23.9%. Excluding the impact of the
one-time $1.2 million assessment from the State of Minnesota discussed
previously, the third quarter health segment SG&A expense ratio was 23.5%. This
compares to 23.4% reported for the three months ended September 30, 1999 and
23.9% reported for the second quarter of 2000. Cost containment efforts
implemented by management earlier in the year have resulted in a favorable
downward trend in general and administrative expenses.
The SG&A expense ratio for health segment products for the nine months
ended September 30, 2000, excluding the assessment, was 23.9% compared with
23.4% for the same period in 1999. The slight increase in the SG&A expense ratio
from the prior year is in part a result of decreased revenues, growth in new
sales of the Company's MedOne product, which is more costly to administer, and
investment in systems to enhance medical management. The SG&A expense ratio is
expected to remain stable during the remainder of 2000 due to management's
commitment to control expenses.
FUTURE EXPECTATIONS
Management continues to take actions to improve profitability through
aggressive pricing, product redesign, new product introduction, and targeted
focus on profitable markets and products. Management expects earnings to improve
to break even in the fourth quarter of 2000 resulting in earnings between $0.16
and $0.18 for the full year of 2000. In addition, management believes that the
results for 2001 will be an improvement over 2000. See "Cautionary Factors"
below for a detailed discussion of risks and uncertainties that may cause actual
results to differ materially from management's expectations.
LIQUIDITY AND CAPITAL RESOURCES
The Company's sources of cash flow consist primarily of insurance
premiums, administrative fee revenue and investment income. The primary uses of
cash include payment of medical and other benefits, SG&A expenses and debt
service costs. Positive cash flows are invested pending future payments of
benefits and other operating expenses. The Company's investment policies are
designed to maximize yield, preserve principal and provide liquidity to meet
anticipated payment obligations.
The Company's cash used in operations was $8.6 million for the nine
months ended September 30, 2000. This compares to cash provided by operations of
$16.5 million for the nine months ended September 30, 1999. The decrease in cash
flows is a result of membership termination from exited markets, faster claim
submission and payment patterns, and lower new sales volume. Management expects
cash flow from operations to remain negative for the remainder of the year due
to the continued terminations of unprofitable business.
The Company's investment portfolio consists primarily of investment
grade bonds and has limited exposure to equity securities. At September 30,
2000, $274.3 million or 99.1% of the Company's investment portfolio was invested
in bonds. At December 31, 1999, $274.1 million or 99.2% of the Company's
investment portfolio was invested in bonds. The bond portfolio had an average
quality rating of Aa3 at September 30, 2000 and December 31, 1999, as measured
by Moody's Investor Service. The majority of the bond portfolio was classified
as available for sale. The Company has no investment in mortgage loans,
non-publicly traded securities (except for principal only strips of U.S.
Government securities), real estate held for investment or financial
derivatives.
14
The Company's insurance subsidiaries operate in states that require
certain levels of regulatory capital and surplus and may restrict dividends to
their parent companies. Based upon the financial statements of the Company's
insurance subsidiaries as of December 31, 1999, as filed with the insurance
regulators, no dividends may be paid by these subsidiaries without prior
regulatory approval. The National Association of Insurance Commissioners has
adopted risk-based capital ("RBC") standards for health and life insurers
designed to evaluate the adequacy of statutory capital and surplus in relation
to various business risks faced by such insurers. The RBC formula is used by
state insurance regulators as an early warning tool to identify insurance
companies that potentially are inadequately capitalized. At December 31, 1999,
the Company's principal insurance company subsidiaries had an RBC ratio that was
substantially above the levels which would require regulatory action.
In accordance with the Company's previously reported stock repurchase
program, the Company purchased 48,300 shares of its common stock during the
third quarter of 2000 bringing the total purchased to 2.1 million shares at an
aggregate purchase price of $14.4 million. In July 2000, the Board of Directors
authorized an increase to the stock repurchase program to $16.0 million. In
November 2000, the Board of Directors approved a further increase to the
Company's stock repurchase program to $18.0 million.
The Company's revolving bank line of credit agreement was amended to
increase the maximum allowable limit on the stock repurchase program to $18.0
million. To accommodate the increase, the Company was required to amend certain
other debt covenants within the line of credit agreement. The November amendment
also reduces the Company's maximum available line of credit from $45.0 million
to $40.0 million. Prior to this amendment, this credit facility reduction would
have occurred during the first quarter of 2001. The outstanding balance of loans
under the revolving bank line of credit agreement was $35.2 million at September
30, 2000. The line of credit agreement contains certain debt covenants which,
among other matters, require the Company to maintain a minimum consolidated net
worth and restrict the Company's ability to incur additional debt, pay future
cash dividends, repurchase Company stock in the future beyond the allowable
limit, and transfer assets outside the scope of normal operations.
In determining when and whether to purchase future shares under the
stock repurchase program, management considers market price, the number of
shares actively traded in the market, indications of seller interest, the number
of shares held by large shareholders, the effect of purchases on shareholder
value and other relevant factors. Because of the unpredictability of these
factors, no assurance can be given as to how many, if any, shares may be
repurchased in the future.
15
CAUTIONARY FACTORS
This report and other documents or oral presentations prepared or
delivered by or on behalf of the Company contain or may contain "forward-looking
statements" within the meaning of the safe harbor provisions of the United
States Private Securities Litigation Reform Act of 1995. Such statements are
based upon management's expectations at the time such statements are made and
are subject to risks and uncertainties that could cause the Company's actual
results to differ materially from those contemplated in the statements. Readers
are cautioned not to place undue reliance on the forward-looking statements.
When used in written documents or oral presentations, the terms "anticipate",
"believe", "estimate", "expect", "objective", "plan", "possible", "potential",
"project" and similar expressions are intended to identify forward-looking
statements. In addition to the assumptions and other factors referred to
specifically in connection with such statements, factors that could cause the
Company's actual results to differ materially from those contemplated in any
forward-looking statements include, among others, the following:
- - Increases in health care costs resulting from the aging of the population,
advances in medical technology, increased utilization of medical services
and drugs, health care inflation (particularly pharmacy costs), possible
epidemics and natural disasters and other factors affecting the delivery
and cost of health care that are beyond the Company's control.
- - The Company's ability to profitably distribute and sell its products,
including its ability to predict future health care cost trends and
adequately price its products, its ability to control costs, changes in
business relationships with independent agents who sell the Company's
products, competitive factors such as the entrance of additional
competitors into the Company's markets, competitive pricing practices, and
demand for the Company's existing and new products.
- - Federal and state health care reform laws adopted in recent years,
currently proposed or that may be proposed in the future which affect or
may affect the Company's operations, products, profitability or business
prospects. Reform laws adopted in recent years generally limit the ability
of insurers and health plans to use risk selection as a method of
controlling costs for the small group business.
- - Regulatory factors, including delays in regulatory approvals of rate
increases and policy forms; regulatory action resulting from market conduct
activity and general administrative compliance with state and federal laws;
restrictions on the ability of the Company's subsidiaries to transfer funds
to the Company or its other subsidiaries in the form of cash dividends,
loans or advances without prior approval or notification; the granting and
revoking of licenses to transact business; the amount and type of
investments that the Company may hold; minimum capital and surplus
requirements; and risk-based capital requirements.
- - The willingness of employers and individuals to accept rate increases,
premium repricing and redesigned products implemented beginning in the
second half of 1999 by the Company to improve loss ratios in its small
group health business and the ability of the Company to control expenses.
- - The development of and changes in claims reserves, particularly for exited
markets where insureds may be inclined to increase utilization prior to
termination of their policies.
- - The ability of the Company to continue the growth of its individual and
small group health business, and its ancillary group products, including
group life, dental and self funded business.
- - The cost and other effects of legal and administrative proceedings,
including the expense of investigating, litigating and settling any claims
against the Company, and the general increase in litigation involving
managed care and medical insurers.
- - Adverse outcomes of litigation against the Company, including the inability
of the Company to prevail in its appeal of the verdicts in the Skilstaf
litigation and the Health Administrators litigation.
16
- - Possible restrictions on cash flow resulting from a denial by state
regulators of the payment of dividends by the Company's insurance company
subsidiaries.
- - Restrictions imposed by financing arrangements that limit the Company's
ability to incur additional debt, pay future cash dividends and transfer
assets.
- - Changes in rating agency policies and practices and the ability
of the Company's insurance subsidiaries to maintain or exceed their
A-(Excellent) rating by A.M. Best.
- - General economic conditions, including changes in interest rates and
inflation that may impact the performance on the Company's investment
portfolio or decisions of individuals and employers to purchase the
Company's products.
- - The Company's ability to maintain attractive preferred provider networks
for its insureds.
- - The Company's ability to integrate effectively the operational, managerial
and financial aspects of future acquisitions.
- - Factors affecting the Company's ability to hire and retain key executive,
managerial and technical employees.
- - Other business or investment considerations that may be disclosed from time
to time in the Company's Securities & Exchange Commission filings or in
other publicly disseminated written documents.
The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's market risk has not substantially changed from the year
ended December 31, 1999.
17
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As previously reported, on August 26, 1999, a $6.9 million verdict was
entered against American Medical Security, Inc. ("AMS Inc."), the Company's
third party administrator ("TPA") subsidiary, in the United States District
Court for the Middle District of Alabama. The decision was made in a lawsuit
brought against AMS Inc. by Skilstaf, Inc. ("Skilstaf"), an Alabama employee
leasing company, in January 1998 alleging that AMS Inc. delayed claims payments
under a contract with Skilstaf to avoid liability under a stop-loss policy
issued by its affiliate, United Wisconsin Life Insurance Company ("UWLIC").
Skilstaf sought unspecified damages. The contract, which was entered into in
1992 and terminated by Skilstaf in 1996, was a TPA contract for Skilstaf's self
funded employee benefit plan. AMS Inc. has argued that this case was governed by
the Employee Retirement Income Security Act of 1974, as amended, which preempts
all state law causes of action and limits damages to contract damages. AMS
Inc.'s post-trial motion to set aside the jury's finding was denied by the court
on March 20, 2000. As a result, AMS Inc. filed a notice of appeal with the
Eleventh Circuit Federal Appeals Court on April 17, 2000. The case is currently
in the briefing stage. Although the outcome of the appeal cannot be predicted
with certainty, based on consultation with outside counsel and the merits of the
appeal, management expects the $6.9 million verdict to be reversed or
substantially reduced following appeal.
As previously reported, on February 7, 2000, a $5.4 million verdict was
entered against AMS Inc. and UWLIC in the Common Pleas Court of Delaware County,
Ohio, Civil Division, in a lawsuit brought against AMS Inc. and UWLIC in 1996 by
Health Administrators of America, Inc. ("Health Administrators"), an insurance
agency owned and operated by a former agent of AMS Inc. The lawsuit alleges
breach of written and oral contracts involving commission amounts and fraud. The
case was heard and decided by a magistrate who awarded damages to Health
Administrators, based on breach of written contracts and ruled in favor of AMS
Inc. and UWLIC on breach of oral contracts and fraud. On February 22, 2000, AMS
Inc. and UWLIC filed objections with the Common Pleas Court requesting that the
magistrate's decision against AMS Inc. and UWLIC be reversed. The Common Pleas
Court approved the magistrate's decision on April 10, 2000. As a result, AMS
Inc. and UWLIC filed a notice of appeal with the Court of Appeals, Delaware
County, Ohio, Fifth Appellate District on April 18, 2000. Health Administrators
filed a cross-appeal on July 10, 2000. Oral arguments were heard on October 5,
2000 and the parties are awaiting a decision from the Court of Appeals. Although
the outcome of the appeal cannot be predicted with certainty, based on
consultation with outside counsel and the merits of the appeal, management
expects the $5.4 million judgment to be reversed or substantially reduced
following appeal.
The Company is involved in various legal and regulatory actions
occurring in the normal course of its business. In the opinion of management,
adequate provision has been made for losses which may result from the Skilstaf
litigation, the Health Administrators litigation and other legal and regulatory
actions; accordingly, the outcome of these matters is not expected to have a
material adverse effect on the consolidated financial statements.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
See the Exhibit Index following the Signature page of this report,
which is incorporated herein by reference.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the Company during the third
quarter of 2000.
18
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.
DATE: NOVEMBER 13, 2000
AMERICAN MEDICAL SECURITY GROUP, INC.
/s/ Gary D. Guengerich
Gary D. Guengerich
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Chief Accounting Officer
and duly authorized to sign on behalf of the Registrant)
19
AMERICAN MEDICAL SECURITY GROUP, INC.
(COMMISSION FILE NO. 1-13154)
EXHIBIT INDEX
TO
FORM 10-Q QUARTERLY REPORT
for quarter ended September 30, 2000
INCORPORATED HEREIN FILED
EXHIBIT NO. DESCRIPTION BY REFERENCE TO HEREWITH
4 Second Amendment dated as of November X
10, 2000 to Credit Agreement dated as
of March 24, 2000 among the Registrant,
LaSalle Bank National Association and
other Lenders
10 Employment Agreement of Chief Executive Officer X
dated September 28, 2000
27 Financial Data Schedule X
EX-1