SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2002
--------------
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 No. 000-33395
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CENTENE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-1406317
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7711 Carondelet Avenue, Suite 800
St. Louis, Missouri
(Address of principal executive offices)
63105
(Zip Code)
314-725-4477
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
X YES NO
---------- -----------
As of April 12, 2002, registrant had 10,112,312 shares of $.001 par
value common stock outstanding.
CENTENE CORPORATION
Index
Part I. Financial Information.......................................................................3
Item 1. Financial Statements................................................................3
Consolidated Balance Sheets as of March 31, 2002 and
December 31, 2001................................................................3
Consolidated Statements of Earnings for the
Three Months Ended March 31, 2002 and 2001.......................................4
Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2002 and 2001.......................................5
Notes to the Consolidated Financial Statements......................................6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations...............................................................8
Item 3. Quantitative and Qualitative Disclosures About Market Risk.........................12
Part II. Other Information.........................................................................13
Item 1. Legal Proceedings..................................................................13
Item 2. Changes in Securities and Use of Proceeds..........................................13
Item 3. Defaults Upon Senior Securities....................................................13
Item 4. Submission of Matters to a Vote of Security Holders................................13
Item 5. Other Information..................................................................13
Item 6. Exhibits and Report on Form 8-K....................................................13
2
PART I.
FINANCIAL INFORMATION
ITEM 1. Financial Statements
CENTENE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
March 31, December 31,
2002 2001
----------- ------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 91,738 $ 88,867
Premium and related receivables, net of allowances of $3,385 and $3,879,
respectively 9,672 7,032
Short-term investments, at fair value (amortized cost $707 and $1,166,
respectively) 707 1,169
Deferred income taxes 3,121 2,515
Other current assets 4,953 2,464
--------- ---------
Total current assets 110,191 102,047
LONG-TERM INVESTMENTS, at fair value (amortized cost $20,004 and $22,127,
respectively) 19,706 22,339
PROPERTY AND EQUIPMENT, net 4,724 3,796
INTANGIBLE ASSETS, net 2,804 2,396
DEFERRED INCOME TAXES 83 788
OTHER ASSETS 5,614 --
--------- ---------
Total assets $ 143,122 $ 131,366
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Medical claims liabilities $ 64,928 $ 59,565
Accounts payable and accrued expenses 4,895 7,712
--------- ---------
Total current liabilities 69,823 67,277
OTHER LIABILITIES 5,214 --
--------- ---------
Total liabilities 75,037 67,277
--------- ---------
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value; authorized 40,000,000 shares; 10,098,712
and 10,085,112 shares issued and outstanding 10 10
Additional paid-in capital 60,876 60,857
Net unrealized gain (loss) on investments, net of tax (188) 135
Retained earnings 7,387 3,087
--------- ---------
Total stockholders' equity 68,085 64,089
--------- ---------
Total liabilities and stockholders' equity $ 143,122 $ 131,366
========= =========
The accompanying notes are an integral part of these statements.
3
CENTENE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except share data)
Three Months Ended
March 31,
2002 2001
---------- ----------
(Unaudited)
REVENUES:
Premiums $ 95,650 $ 70,224
Administrative services fees 103 80
---------- ----------
Total revenues 95,753 70,304
---------- ----------
EXPENSES:
Medical services costs 78,944 58,573
General and administrative expenses 10,547 8,825
---------- ----------
Total operating expenses 89,491 67,398
---------- ----------
Earnings from operations 6,262 2,906
OTHER INCOME (EXPENSE):
Investment and other income, net 915 966
Interest expense -- (95)
---------- -----------
Earnings before income taxes 7,177 3,777
INCOME TAX EXPENSE 2,877 1,595
---------- ----------
Net earnings 4,300 2,182
ACCRETION OF REDEEMABLE PREFERRED STOCK -- (123)
---------- ----------
Net earnings attributable to common stockholders $ 4,300 $ 2,059
========== ==========
EARNINGS PER COMMON SHARE, BASIC:
Net earnings per common share $ 0.43 $ 2.27
EARNINGS PER COMMON SHARE, DILUTED:
Net earnings per common share $ 0.38 $ 0.28
SHARES USED IN COMPUTING PER SHARE AMOUNTS:
Basic 10,091,348 906,148
Diluted 11,317,634 7,751,273
The accompanying notes are an integral part of these statements.
4
CENTENE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Three Months Ended
March 31,
2002 2001
---------- ----------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 4,300 $ 2,182
Adjustments to reconcile net earnings to net cash provided
by operating activities-
Depreciation and amortization 476 331
Stock compensation expense 4 6
Gain on sale of investments (205) (50)
Changes in assets and liabilities-
(Increase) decrease in premium and related receivables (2,640) 7,151
(Increase) decrease in other current assets (2,413) 475
Decrease in deferred income taxes 288 186
Increase in medical claims liabilities 5,363 9,492
Increase in unearned premiums -- 13,235
Decrease in accounts payable and accrued expenses (2,869) (1,880)
---------- ----------
Net cash provided by operating activities 2,304 31,128
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (1,338) (1,249)
Purchase of investments (6,673) (10,024)
Sales and maturities of investments 11,751 8,160
Contract acquisitions -- (1,000)
Investment in subsidiary (3,188) 7,995
---------- ----------
Net cash provided by investing activities 552 3,882
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options 15 11
---------- ----------
Net cash provided by financing activities 15 11
---------- ----------
Net increase in cash and cash equivalents 2,871 35,021
---------- ----------
CASH AND CASH EQUIVALENTS, beginning of period 88,867 19,023
---------- ----------
CASH AND CASH EQUIVALENTS, end of period $ 91,738 $ 54,044
========== ==========
Interest paid $ -- $ 439
Income taxes paid $ 4,330 $ 207
The accompanying notes are an integral part of these statements.
5
CENTENE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
1. Organization
Centene Corporation (Centene or the Company) provides managed care programs and
related services to individuals receiving benefits under Medicaid, including
Supplemental Security Income (SSI), and State Children's Health Insurance
Program (SCHIP). Centene operates under its own state licenses in Wisconsin,
Indiana and Texas, and contracts with other managed care organizations to
provide risk and nonrisk management services.
2. Basis of Presentation
The unaudited financial statements herein have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange Commission.
The accompanying interim financial statements have been prepared under the
presumption that users of the interim financial information have either read or
have access to the audited financial statements for the latest fiscal year ended
December 31, 2001. Accordingly, footnote disclosures which would substantially
duplicate the disclosures contained in the December 31, 2001 audited financial
statements have been omitted from these interim financial statements. In the
opinion of management, these financial statements reflect all adjustments,
consisting only of normal recurring adjustments, which are necessary for a fair
presentation of the results of the interim periods presented.
3. Acquisition of Bankers Reserve
On March 14, 2002, the Company completed an acquisition of Bankers Reserve Life
Insurance Company of Wisconsin (Bankers Reserve) for a cash purchase price of
$3,425. The Company accounted for this acquisition under the purchase method of
accounting and accordingly, the consolidated results of operations include the
results of the acquired Bankers Reserve business from the date of acquisition.
The Company allocated the purchase price to net tangible and identifiable
intangible assets based on their fair value. Centene allocated $474 to
identifiable intangible assets, representing the value assigned to acquired
licenses, which are being amortized on a straight-line basis over a period of 10
years. The purchase price allocation is subject to adjustment based upon
completion of a final audited balance sheet. In addition, as part of the Bankers
Reserve acquisition, $5,200 of Separate Account assets and $5,200 of Separate
Account liabilities were acquired and recorded in Other Assets and Other
Liabilities.
4. Recently Issued Accounting Pronouncements
In July 2001, SFAS No. 142, Goodwill and Other Intangible Assets, was issued
which requires that goodwill and intangible assets with indefinite useful lives
no longer be amortized, but instead tested at least annually for impairment. The
Company has adopted SFAS No. 142 effective January 1, 2002. Goodwill
amortization has been discontinued. For the period ended March 31, 2001, this
adjustment would have added $123 in net earnings, or $0.01 per diluted share.
The Company reviews goodwill and other long-lived assets annually for
impairment. The Company recognizes impairment losses if expected undiscounted
future cash flows of the related assets are less than their carrying value. An
impairment loss represents the amount by which the carrying value of an asset
exceeds the fair value of the asset. The Company did not recognize any
impairment losses for the periods presented.
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS No. 144 provides updated guidance concerning
the recognition and measurement of an impairment loss for certain types of
long-lived assets. It also expands the scope of a discontinued operation to
6
include a component of an entity. SFAS No. 144 is effective for financial
statements issued for fiscal years beginning after December 15, 2001, and
interim periods within those years. The adoption of the provisions of SFAS No.
144 is not expected to have a material impact on the Company's results of
operations, financial position or cash flows.
5. Earnings Per Share
The following table sets forth the calculation of basic and diluted net earnings
per common share for the three months ended March 31:
2002 2001
------------ ------------
Net earnings $ 4,300 $ 2,182
Accretion of redeemable preferred stock - (123)
------------ ------------
Net earnings attributable to
common stockholders $ 4,300 $ 2,059
============ ============
Shares used in computing per share amounts:
Weighted average number of common shares
outstanding 10,091,348 906,148
Dilutive effect of stock options and warrants (as
determined by applying the treasury stock method)
and convertible preferred stock 1,226,286 6,845,125
------------ ------------
Weighted average number of common
shares and potential dilutive common
shares outstanding 11,317,634 7,751,273
============ ============
EARNINGS PER COMMON SHARE, BASIC:
Net earnings per common share $ 0.43 $ 2.27
EARNINGS PER COMMON SHARE, DILUTED:
Net earnings per common share $ 0.38 $ 0.28
7
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This report contains forward-looking statements that relate to future
events or our future financial performance. 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 our or our 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. These statements are not guarantees of future
performance and are subject to risks, uncertainties and assumptions. Actual
results may differ from projections or estimates due to a variety of important
factors. Our results of operations and projections of future earnings depend in
large part on accurately predicting and effectively managing health benefits and
other operating expenses.
Revenues
We generate revenues primarily from premiums we receive from the states
in which we operate to provide health benefits to our members. We receive a
fixed premium per member per month pursuant to our state contracts. We generally
receive premiums in advance of providing services and recognize premium revenue
during the period in which we are obligated to provide services to our members.
We also generate administrative services fees for providing services to SSI
members on a non-risk basis.
The primary driver of our increasing revenues has been membership growth.
We have increased our membership through internal growth and acquisitions. From
March 31, 2001 to March 31, 2002, our membership grew 21.6% as a result of
additions to our provider networks and growth in the number of Medicaid
beneficiaries. The following table sets forth our membership by state:
MARCH 31,
-----------------
2002 2001
------- -------
Wisconsin............................................ 114,600 96,600
Indiana.............................................. 77,600 54,500
Texas................................................ 57,100 53,900
-------- --------
Total........................................... 249,300 205,000
======== ========
Operating Expenses
Our operating expenses include medical services costs and general and
administrative expenses.
Our medical services costs include payments to physicians, hospitals, and
other providers for healthcare and specialty product claims. Medical services
costs also include estimates of medical expenses incurred but not yet reported,
or IBNR. Monthly, we estimate our IBNR based on a number of factors, including
inpatient hospital utilization data and prior claims experience. As part of this
review, we also consider the costs to process medical claims, and estimates of
amounts to cover uncertainties related to fluctuations in physician billing
patterns, membership, products and inpatient hospital trends. These estimates
are adjusted as more information becomes available. We utilize the services of
independent actuarial consultants who are contracted to review our estimates
quarterly. While we believe that our process for estimating IBNR is actuarily
sound, we cannot assure you that healthcare claim costs will not exceed our
estimates.
8
Our results of operations depend on our ability to manage expenses
related to health benefits and to accurately predict costs incurred. The table
below depicts our health benefits ratio, which represents medical services costs
as a percentage of premium revenues and reflects the direct relationship between
the premium received and the medical services provided. Our stabilization of the
ratio primarily reflects improved provider contract terms and premium rate
increases in our markets served.
Three Months Ended March 31,
----------------------------
2002 2001
---- ----
Health benefits ratio................................ 82.5% 83.4%
Our general and administrative expenses primarily reflect wages and
benefits and other administrative costs related to our employee base, including
those fees incurred to provide services to our members. Some of these services
are provided locally, while others are delivered to our health plans from a
centralized location. This approach provides the opportunity to control both
direct and indirect costs. The major centralized functions are claims
processing, information systems, finance, medical management support and
administration. The following table sets forth the general and administrative
expenses ratio, which represents general and administrative expenses as a
percent of total revenues and reflects the relationship between revenues earned
and the costs necessary to drive those revenues. The improvement in the ratio
reflects growth in membership and revenues combined with leveraging our overall
infrastructure.
Three Months Ended March 31,
----------------------------
2002 2001
---- ----
General and administrative expenses ratio............ 11.0% 12.6%
Other Income
Other income consists principally of investment and other income, net
of interest expense.
- Investment income is derived from our cash, cash equivalents and
investments. Information about our investments is presented below
under "Liquidity and Capital Resources."
- Interest expense primarily reflected interest paid on our
subordinated notes, which we repaid in full in December 2001.
Results of Operations
Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001
Revenues
Premiums for the three months ended March 31, 2002 increased $25.4
million, or 36.2%, to $95.7 million from $70.2 million in 2001. This increase
was due to an increase in premium rates and increases in membership in each of
our markets.
Administrative services fees for the three months ended March 31, 2002
increased $23,000 to $103,000 from $80,000 in 2001 as a result of the increases
in our SSI membership.
Operating Expenses
Medical services costs. Medical services costs for the three months
ended March 31, 2002 increased $20.4 million, or 34.8%, to $78.9 million from
$58.6 million in 2001. This increase reflected the growth in our membership.
9
General and administrative expenses. General and administrative
expenses for the three months ended March 31, 2002 increased $1.7 million, or
19.5%, to $10.5 million from $8.8 million in 2001. This increase reflected a
higher level of wages and related expenses for additional staff to support our
membership growth.
Other Income
Other income for the three months ended March 31, 2002 increased
$44,000, or 5.1%, to $915,000 from $871,000 in 2001. This reflected an increase
in interest income from the investment of net proceeds we received upon the
completion of our initial public offering in December 2001, as well as a
decrease in interest expense resulting from our repayment of subordinated notes
in December 2001. These increases in other income were offset in part by lower
levels of investment returns reflecting a decreased interest rate environment
during the three months ended March 31, 2002. Our annualized rate of return on
investments for the three months ended March 31, 2002 was 1.0%, as compared with
7.8% for the three months ended March 31, 2001.
Income Tax Expense
For the three months ended March 31, 2002, we recorded income tax
expense of $2.9 million based on a 40.1% effective tax rate. For the three
months ended March 31, 2001, we recorded income tax expense of $1.6 million
based on an effective tax rate of 42.2%.
Liquidity and Capital Resources
Our operating activities provided cash of $2.3 million for the three
months ended March 2002, compared to $31.1 million for the three months ended
March 31, 2001. The decrease in cash provided in the three months ended March
31, 2002 compared to the three months ended March 31, 2001 reflected a decrease
of $13.2 million in unearned premiums, an increase of $9.8 million in
receivables and a decrease of $4.1 million in medical claims liabilities.
Our investing activities provided cash of $552,000 for 2002 and $3.9
million in 2001. Our investment policies are designed to provide liquidity,
preserve capital and maximize total return on invested assets. As of March 31,
2002, our investment portfolio consisted primarily of fixed-income securities
with an average maturity of 1.5 years. Cash is invested in investment vehicles
such as municipal bonds, commercial paper, U.S. government-backed agencies and
U.S. Treasury instruments. The states in which we operate prescribe the types of
instruments in which our subsidiaries may invest their cash. The average
portfolio return was 7.3% for the year ended December 31, 2000, 5.6% for the
year ended December 31, 2001 and 1.0% for the three months ended March 31, 2002.
Our financing activities provided cash of $15,000 for the three months
ended March 31, 2002 and $11,000 for the three months ended March 31, 2001.
During the three months ended March 31, 2002 and 2001, financing cash flows
consisted of the proceeds from the exercise of stock options.
In 2002, we anticipate purchasing $3.6 million of new software,
software and hardware upgrades, and furniture, equipment and leasehold
improvements related to office and market expansions. We have purchased $1.3
million in capital assets during the three months ended March 31, 2002.
Our principal contractual obligations at March 31, 2002 consisted of
obligations under operating leases. The significant annual noncancelable lease
payments are as follows (in thousands):
Payments
Due
--------
April 1, 2002 through December 31, 2002......... $ 1,664
2003............................................ 2,120
2004............................................ 2,043
2005............................................ 2,014
2006............................................ 1,745
Thereafter...................................... 5,643
--------
$ 15,229
========
No significant new obligations were incurred during the three months
ended March 31, 2002.
10
At March 31, 2002, we had working capital of $40.4 million as compared
to $34.8 million at December 31, 2001.
In March 2002, we obtained a commitment from a financial institution to
provide a $25 million revolving line of credit facility. We expect to complete
the arrangements for the line of credit during the second quarter of 2002. Based
on the commitment letter, we expect the line of credit will have a term of one
year and have interest rates based on prime, floating and LIBOR rates. We expect
to grant the financial institution a security interest in the common stock of
our subsidiaries. The facility will include financial covenants, including
requirements of minimum EBITDA and minimum tangible net worth. We will be
required to obtain the lender's consent if any proposed acquisition would result
in violation of one of the covenants contained in the line of credit.
Cash, cash equivalents and short-term investments were $92.4 million at
March 31, 2002 and $90.0 million at December 31, 2001. Long-term investments
were $19.7 million at March 31, 2002 and $22.3 million at December 31, 2001.
Based on our operating plan, we expect that our available cash, cash equivalents
and investments, and cash from our operations will be sufficient to finance our
operations and capital expenditures for at least 12 months from the date of this
report.
Regulatory Capital and Dividend Restrictions
Our operations are conducted through our subsidiaries. As managed care
organizations, our subsidiaries are subject to state regulations that, among
other things, may require the maintenance of minimum levels of statutory
capital, as defined by each state, and restrict the timing, payment and amount
of dividends and other distributions that may be paid to us.
Our subsidiaries are required to maintain minimum capital requirements
prescribed by various regulatory authorities in each of the states in which we
operate. As of March 31, 2002, our subsidiaries had aggregate statutory capital
and surplus of $22.1 million, compared with the required minimum aggregate
statutory capital and surplus requirements of $13.2 million.
In 1998, the National Association of Insurance Commissioners adopted
guidelines which, to the extent that they have been implemented by states, set
minimum capitalization requirements for insurance companies, managed care
organizations and other entities bearing risk for healthcare coverage.
Risk-based capital rules for managed care organizations, which may vary from
state to state, are currently being considered for adoption. Wisconsin and Texas
adopted various forms of the rules as of December 31, 1999. The managed care
organization rules, if adopted by Indiana in their proposed form, may increase
the minimum capital required for our subsidiary.
Recent Accounting Pronouncements
In July 2001, SFAS No. 142, Goodwill and Other Intangible Assets, was
issued which requires that goodwill and intangible assets with indefinite useful
lives no longer be amortized, but instead tested at least annually for
impairment. We have adopted SFAS No. 142 effective January 1, 2002. Goodwill
amortization has been discontinued. For the period ended March 31, 2001, this
adjustment would have added $123,000 in net earnings, or $0.01 per diluted
share. The Company reviews goodwill and other long-lived assets annually for
impairment. The Company recognizes impairment losses if expected undiscounted
future cash flows of the related assets are less than their carrying value. An
impairment loss represents the amount by which the carrying value of an asset
exceeds the fair value of the asset. The Company did not recognize any
impairment losses for the periods presented.
In August 2001, the FASB issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS No. 144 provides updated
guidance concerning the recognition and measurement of an impairment loss for
certain types of long-lived assets. It also expands the scope of a discontinued
operation to
11
include a component of an entity. SFAS No. 144 is effective for financial
statements issued for fiscal years beginning after December 15, 2001, and
interim periods within those years. The adoption of the provisions of SFAS No.
144 is not expected to have a material impact on our results of operations,
financial position or cash flows.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
As of March 31, 2002, we had short-term investments of $707,000 and long-
term investments of $19.7 million. The short-term investments consist of highly
liquid securities with maturities between three and twelve months. The long-term
investments consist of municipal bonds, commercial paper, U.S. government-backed
agencies and U.S. Treasury instruments, and have original maturities greater
than one year. These investments are subject to interest rate risk and will
decrease in value if market rates increase. We have the ability to hold these
short-term investments to maturity, and as a result, we would not expect the
value of these investments to decline significantly as a result of a sudden
change in market interest rates. Assuming a hypothetical and immediate 1%
increase in market interest rates at March 31, 2002, the fair value of our fixed
income investments would decrease by approximately $1.0 million. Similarly, a 1%
decrease in market interest rates at March 31, 2002 would result in an increase
of the fair value of our investments of approximately $1.0 million. Declines in
interest rates over time will reduce our investment income.
12
PART II.
OTHER INFORMATION
ITEM 1. Legal Proceedings
From 1998 to 2000, we provided Medicaid services in certain regions of
Indiana as subcontractor with Maxicare, Indiana, Inc. In June 2001,
the Insurance Commissioner of the Indiana Department of Insurance
declared Maxicare insolvent and ordered Maxicare into liquidation. In
September 2001, we filed an adversary proceeding in Marion County
Circuit Court against Maxicare and the Indiana Insurance Commissioner
seeking declaratory and injunctive relief and the turnover of funds.
This proceeding is based on our belief that the State of Indiana's
proposed liquidation plan for Maxicare does not adequately address our
claims for approximately $4.7 million that we believe is owed to us by
Maxicare. Maxicare and the Indiana Insurance Commissioner subsequently
filed a counterclaim suit against us seeking, among other things, to
avoid any claims we have for funds held by Maxicare and to recover
payments previously made to us by Maxicare in the amount of
approximately $2.0 million, on the grounds those payments constituted
preferential transfers. A bench trial is scheduled for June 19, 2002.
We plan to vigorously pursue our claims in this matter.
ITEM 2. Changes in Securities and Use of Proceeds
None.
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
None.
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Report on Form 8-K
Exhibits:
10.1 Contract for Medicaid/BadgerCare HMO Services Between Managed
Health Services Insurance Corp. and Wisconsin Department of
Health and Family Services, January 2002 - December 2003.
10.2 Amendment dated April 1, 2002 to Contract between the Office
of Medicaid Policy and Planning, the Office of the Children's
Health Insurance Program and Coordinated Care Corporation
Indiana, Inc., dated January 1, 2001.
10.3 Executive Employment Agreement between Centene Corporation and
Joseph P. Drozda, M.D., dated October 1, 2001.
10.4 Executive Employment Agreement between Centene Corporation and
Mary O'Hara dated October 26, 2001.
10.5 2002 Employee Stock Purchase Plan of Centene Corporation.
13
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.
CENTENE CORPORATION
Date: April 29, 2002 By: /s/ Michael F. Neidorff
-----------------------------------------------
MICHAEL F. NEIDORFF
President and Chief Executive Officer
By: /s/ Karey L. Witty
-----------------------------------------------
KAREY L. WITTY
Senior Vice President, Chief Financial Officer,
Secretary and Treasurer
14