form8-k.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
Report (Date of earliest event reported): July 21, 2008
WELLCARE
HEALTH PLANS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32209
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47-0937650
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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8725
Henderson Road, Renaissance One
Tampa,
Florida
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33634
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(Address
of principal executive offices)
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(Zip
Code)
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(813) 290-6200
Registrant’s
telephone number, including area code
Not
applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item
4.02. Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
Special
Note — This Current Report on Form 8-K contains forward-looking statements that
are based on our current expectations. Actual results may differ
materially from those expressed or implied by those forward-looking statements
because of a number of risks and uncertainties. See “Disclosures About
Forward-Looking Statements” below.
Background
and Overview
As
previously disclosed, on October 24, 2007, certain federal and state agencies
executed a search warrant at the headquarters of WellCare Health Plans, Inc.
(referred to in this Current Report on Form 8-K as “we,” “our,” “us,” or the “Company”) in Tampa,
Florida. Our Board of Directors (the “Board”) formed a special
committee (the “Special
Committee”) comprised of independent directors to, among other things,
investigate independently and otherwise assess the facts and circumstances
raised in any federal or state regulatory or enforcement inquiries (including,
without limitation, any matters relating to accounting and operational issues)
and in any private party proceedings, and develop and recommend to the Board for
its consideration remedial measures. The Special Committee retained
the law firm of Davis Polk & Wardwell to advise and assist it in the
investigation. The Special Committee and the Company are cooperating fully with
regulators and enforcement officials.
Upon
consideration of certain issues identified in the Special Committee
investigation, on July 18, 2008, the Audit Committee of the Board (the “Audit Committee”), after
discussions with management and our independent registered accounting firm,
recommended to the Board that our previously issued consolidated financial
statements for the years ended December 31, 2004, 2005 and 2006 be
restated. In addition, in light of the work of the Special Committee,
we reassessed our previously issued unaudited condensed consolidated financial
statements for the three months ended March 31 and June 30,
2007. Based on such reassessment, the Audit Committee, after
discussions with management and our independent registered accounting firm, also
recommended to the Board that our previously issued unaudited condensed
consolidated financial statements for the three months ended March 31 and June
30, 2007 be restated. In this Current Report on Form 8-K, the years
ended December 31, 2004, 2005 and 2006, and the three months ended March 31 and
June 30, 2007, are referred to collectively as the “Restatement
Period.”
As
announced in a press release issued on July 21, 2008, upon the recommendation of
the Audit Committee, the Board concluded on July 21, 2008 that our previously
issued consolidated financial statements for the Restatement Period need to be
restated. Accordingly, our previously issued consolidated financial
statements for the Restatement Period and the corresponding report of our
independent registered accounting firm, Deloitte & Touche LLP, included in
our previously filed 2006 Annual Report on Form 10-K, should no longer be relied
upon.
The
Special Committee’s review is ongoing. Although we cannot provide any
assurances, at the present time we do not believe that the work currently being
performed by the Special Committee will require any material adjustments to our
previously issued financial statements beyond those discussed
below.
Management’s
Reassessment and Reevaluation of Consolidated Financial Statements In Light of
the Work Performed by the Special Committee
On the
basis of management’s review of the matters addressed in the Special Committee
investigation, we have determined that restatements are required in our
previously issued consolidated financial statements for the years ended December
31, 2004, 2005 and 2006 and our previously issued unaudited condensed
consolidated financial statements for the three months ended March 31 and June
30, 2007. The restatements relate to accounting errors identified in
connection with our compliance with the refund requirements under (a) the
behavioral health component of our contract with the Florida Agency for Health
Care Administration to provide behavioral health care services for
our Florida Medicaid members (the “AHCA contract”), (b) our “Healthy Kids”
contract with the Florida Healthy Kids Corporation pursuant to which we provide
health benefits for children whose family income renders them ineligible for
Medicaid, and (c) our Medicaid contract with the Illinois Department of Health
and Family Services to provide health care services to our Illinois Medicaid
members.
In each
of the affected Medicaid programs, we receive premiums to be used to provide
certain medical and health benefits. Those premiums are subject to
statutory or contractual obligations that require us to expend a minimum
percentage of the premiums on eligible medical expense. To the
extent that we expend less than the minimum percentage of the premiums on
eligible medical expense, we are required to refund all or some portion of the
difference between the minimum and our actual allowable medical
expense. With respect to the AHCA contract and the Healthy Kids
contract, we have determined that we included certain ineligible medical
expenses in our premium refund calculations which understated the amount of the
refunds. In light of the inclusion of ineligible medical expenses in
our refund calculations, we did not record an adequate liability for the
refunds, which resulted in an accounting error. We also did not
record an adequate liability for the anticipated refund amount with respect to
the Illinois Medicaid program, which resulted in an accounting
error. Accordingly, we have concluded that we owe an additional
aggregate refund amount of up to approximately $42 million as of December 31,
2006. After taking into account the effects of existing liabilities,
we have concluded that we have understated our liabilities by up to
approximately $39 million as of December 31, 2006. In addition, on the
basis of management's review of the matters discussed above, we also have
determined that we did not record an adequate liability of up to $7 million for
the six months ended June 30, 2007. This primarily related to the anticipated
refund amount for the AHCA contract for the calendar year 2007. Taking into
account that an initial payment for the calendar year 2007 has been made, we
anticipate that we owe an additional refund for this period of up to
approximately $4.5 million.
Expected
Impact of the Restatement
Set forth
below is the anticipated impact of the restatement on our previously issued
consolidated financial statements for the years ended December 31, 2004, 2005
and 2006 and condensed consolidated financial statements for the six months
ended June 30, 2007 as follows:
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Premium revenues for
the years ended December 31, 2004, 2005 and 2006 and the six months ended
June 30, 2007 is expected to be reduced by approximately $11 million (1%)
from $1,391 million to $1,380 million, $8 million (less than 1%) from
$1,862 million to $1,854 million, $20 million (1%) from $3,713 million to
$3,693 and $7 million (less than 1%) from $2,542 to 2,535 million from the
previously reported Premium revenues for those periods,
respectively.
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Income before income
taxes for the years ended December 31, 2004, 2005 and 2006 and the
six months ended June 30, 2007 is expected to be reduced by approximately
$11 million (14%) from $81 million to $70 million, $8 million (9%) from
$85 million to $77 million, $20 million (9%) from $227 million to $207
million and $7 million (5%) from $130 million to $123 million from the
previously reported Income before income taxes for those periods,
respectively.
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Net income for the
years ended December 31, 2004, 2005 and 2006 and the six months ended June
30, 2007 is expected to be reduced by approximately $7 million (14%) from
$49 million to $42 million, $5 million (9%) from $52 million to $47
million, $12 million (9%) from $139 million to $127 million and $4 million
(5%) from $80 million to $76 million from the previously reported Net
income for those periods,
respectively.
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Diluted earnings per share
(“EPS”) for the years ended December 31, 2004, 2005 and 2006 and
the six months ended June 30, 2007 is expected to be reduced by
approximately $0.22 (14%) from $1.56 to $1.34, $0.12 (9%) from $1.32 to
$1.20, $0.30 (9%) from $3.43 to $3.13, and $0.10 (5%) from $1.90 to $1.80
from the previously reported Diluted EPS for those periods,
respectively.
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Other payables to government
partners as of December 31, 2004, 2005 and 2006 and as of June
30, 2007 is expected to be increased by approximately $11 million from $0
to $11 million, $19 million from $0 to $19 million, $39 million from $104
million to $143 million and $46 million from $50 million to $96 million
from the previously reported Other payables to government partners for
those dates, respectively.
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The
restatements described above are not anticipated to impact the Company's
previously reported net cash provided by operations.
In
addition, immaterial adjustments identified that were not made or reflected in
the previously issued consolidated financial statements for the years ended
December 31, 2004, 2005 and 2006, and in the unaudited condensed consolidated
financial statements for the quarters ended March 31 and June 30, 2007 also will
be reflected in the restated consolidated financial statements as a result of
the restatement. These immaterial adjustments are not reflected in
the amounts set forth above under “Expected Impact of the
Restatement.”
The
anticipated impact and amounts of the restatement described above do not reflect
or include any civil, criminal or administrative fines, penalties, sanctions or
interest that may be assessed by federal and state governmental
authorities. At this time, we are not able to estimate the amounts or
the impact of such fines, penalties, sanctions or interest, if any, that we may
incur nor are we able to provide any assurance as to the magnitude of any such
fines, penalties, sanctions or interest or the periods that might be affected.
Any such fines, penalties, sanctions or interest could have a material adverse
effect on the Company’s business, operations, financial results and financial
condition. In the event the investigations to which the Company is subject
result in criminal sanctions against the Company for health care related
offenses or otherwise, the Company could be disqualified from participating in
certain health care funding programs which are material to its
business. If such circumstances arose, the disqualifications suffered
by the Company could have a material adverse effect on its business, operations,
financial results and financial condition.
The
anticipated impact and amounts of the restatement are based on our current
expectations and we can not provide assurance that the final impact and the
amounts of the restatement will not differ materially from estimates that are
described in this Current Report on Form 8-K.
As
previously disclosed, the Company is currently delinquent in filing annual
audited financial statements for the year ended December 31, 2007 with
regulatory authorities in certain states in which it
operates. Failure to timely make certain filings, including annual
audited financial statements, with state regulatory authorities can result in
the imposition of sanctions and penalties, some of which could have a material
adverse effect on the Company’s business, operations, financial results and
financial condition.
Reclassification
of Certain Line Items
In
addition to the impact of the restatement, we concluded that certain refundable
premiums in the amount of $12 million, $2 million, $7 million, $98 million,
($68) million and $13 million should be recorded as a return of premium revenue
rather than as medical benefits expense in our consolidated statements of
operations for the years ended December 31, 2003, 2004, 2005 and 2006 and the
three months ended March 31 and June 30, 2007,
respectively. Additionally, related liabilities of $16
million, $12 million, $18 million and $6 million as of December 31, 2003, 2004,
2005 and 2006, respectively, and $5 million and $3 million as of March 31, 2007
and June 30, 2007, respectively, should have been reflected in our consolidated
balance sheets as Other payables to government partners rather than as Medical
benefits payable. These reclassifications do not impact our
previously reported net income, earnings per share or net cash provided by
operations for the years ended December 31, 2003, 2004, 2005 and 2006 and the
first and second quarters of 2007. These reclassification adjustments
are not reflected in the amounts set forth above under “Expected Impact of the
Restatement.”
Based
upon the above reclassifications and restatement, Premium revenues will be
reduced by approximately $110 million and Other payables to government partners
will be increased by approximately $16 million, $23 million, $36 million and $45
million as of December 31, 2003, 2004, 2005 and 2006, respectively, and
approximately $48 million and $49 million as of March 31, 2007 and June 30,
2007, respectively.
Anticipated
Presentation of Restated Consolidated Financial Statements
We
currently intend to present the restated consolidated financial statements and
related financial information in our Annual Report on Form 10-K for the year
ended December 31, 2007 (the “2007 10-K”). We
also expect to file our Quarterly Reports on Form 10-Q for the third quarter of
2007 and the first quarter of 2008 and any subsequently delayed reports at the
time of, or shortly after, the filing of the 2007 10-K. We are
currently unable to estimate the timing for filing the above-mentioned
reports.
The Audit
Committee and our management have discussed the foregoing matters disclosed in
this Current Report on Form 8-K with Deloitte & Touche LLP, our independent
registered public accounting firm.
The
above statements regarding the expected impact and amounts of the restatement
and reclassifications and the anticipated timing of our SEC filings constitute
forward-looking statements that are based on our current expectations. The
actual impact and amounts and the detailed presentation of the restatement and
reclassifications will be included in our upcoming filings after we have
completed our work on the restatement and reclassifications and
Deloitte & Touche LLP has completed its audit of our consolidated financial
statements for the year ended December 31, 2007.
There can be no
assurance that the final impact and the amounts of the restatement and
reclassifications will not differ materially from estimates that are described
in this Current Report on Form 8-K or that any other information set forth
herein will not change materially before we file our restated consolidated
financial statements. See “Disclosures About Forward-Looking Statements”
below.
Assessment
of Internal Control Over Financial Reporting
The
Company is aware that the occurrence of a restatement of previously issued
consolidated financial statements can indicate material weaknesses in
internal control over financial reporting. As a result of our ongoing
review of issues identified in the Special Committee investigation, we have
determined that certain control deficiencies existed at the
Company. Specifically, we have determined that former senior
management set an inappropriate tone in connection with the Company’s efforts to
comply with the regulatory requirements related to the AHCA contract and Healthy
Kids, and therefore a material weakness existed in a portion of the control
environment. We also have determined that former senior management’s
failure to ensure effective communications regarding the AHCA contract and
Healthy Kids with certain regulators resulted in a material weakness in a
portion of the information and communication system.
As the
Company works to complete the restatement and our independent registered public
accounting firm completes its audit of our consolidated financial statements as
of and for the year ended December 31, 2007, it is possible that additional
control deficiencies may be identified in addition to, or that are unrelated to,
our review of the work of the Special Committee. These control
deficiencies may represent one or more material weaknesses. Other
information of which we are not currently aware may arise during the preparation
of our restated consolidated financial statements that could, among other
things, cause the final impact and amounts of the restatement and
reclassifications to differ materially from what is described in this Current
Report on Form 8-K.
Internal
Control Process
Our Board
of Directors, various Board committees and our new senior management team are
developing and implementing new processes and procedures governing our internal
control over financial reporting. Certain remedial measures already
implemented or currently contemplated include, among others, the
following:
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New Company
Leadership.
In
January 2008, Charles G. Berg was appointed Executive Chairman of the
Company and Heath G. Schiesser was appointed President and Chief Executive
Officer of the Company. Prior to being appointed President and Chief
Executive Officer, Mr. Schiesser served as the Company’s Senior Vice
President for Marketing and Sales (2002-2006) and President of WellCare
Prescription Insurance (2005-2006). In April 2008, Thomas F.
O’Neil III was appointed Senior Vice President, General Counsel and
Secretary of the Company. On July 8, 2008, the Company announced the
appointment of Jonathan P. Rich as Senior Vice President and Chief
Compliance Officer. Mr. Rich, who will report directly to the
Chief Executive Officer and the Board’s new Regulatory Compliance
Committee, will be responsible for, among other things, monitoring
regulatory reporting and
communications.
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On July
17, 2008, the Company announced the appointment of Thomas L. Tran as Senior Vice
President and Chief Financial Officer. Mr. Tran was previously the
President, Chief Operating Officer and Chief Financial Officer for health care
management services provider CareGuide, Inc. With these new leadership changes,
the Company separated the positions of Chairman and Chief Executive Officer, the
positions of General Counsel and Chief Compliance Officer and the positions of
Chief Financial Officer and Chief Accounting Officer. For more
information related to the appointment of Messrs. Berg, Schiesser, O’Neil, Rich
and Tran, please see our Current Reports on Form 8-K filed on January 31, 2008,
April 3, 2008 and July 17, 2008, and press release issued July 8,
2008.
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Formation
of Regulatory Compliance Committee. On
April 11, 2008, our Board of Directors formed a Regulatory Compliance
Committee (currently comprised solely of independent directors) to oversee
our compliance activities and
programs.
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Separation
of the Positions of General Counsel and Chief Compliance
Officer. The
position of Chief Compliance Officer has been separated from the position
of General Counsel. Our new Chief Compliance Officer, Jonathan
P. Rich, will report directly to the Chief Executive Officer and the
Board’s new Regulatory Compliance
Committee.
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Separation
of the Positions of Chief Financial and Chief Accounting
Officers. The position of Chief Financial Officer has
been separated from the position of Chief Accounting
Officer.
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The Audit
Committee has directed management to develop a detailed plan and timetable for
the implementation of the foregoing remedial measures (to the extent not
implemented already) and, together with the Regulatory Compliance Committee,
will monitor their implementation. Under the direction of the Audit
Committee, management will continue to review and revise as warranted the
overall design and operation of our internal control environment, as well as
policies and procedures to improve the overall effectiveness of internal control
over financial reporting.
Other
Proceedings
In
addition to the federal and state governmental investigations referenced above,
as previously disclosed, the U.S. Securities and Exchange Commission is
conducting an informal investigation. In addition, the Company is
responding to subpoenas issued by the State of Connecticut Attorney General’s
Office involving transactions between the Company and its affiliates and their
potential impact on the costs of Connecticut’s Medicaid program. The
Company has communicated with regulators in states in which the Company’s HMO
and insurance operating subsidiaries are domiciled regarding the
investigations. The Company is cooperating with federal and state
regulators and enforcement officials in these matters. It does not
know whether, or the extent to which, any pending investigations might lead to
the payment of fines, penalties or operating restrictions.
As
previously disclosed, the Company has learned from a docket search that a former
employee of the Company’s special investigations unit, whose employment
terminated on October 1, 2007, filed a qui tam action on October 25,
2007 in state court for Leon County, Florida against several defendants,
including the Company and one of its subsidiaries. The complaint is
under seal. Until the court unseals the complaint, the Company is
unable to determine the nature of the allegations and, therefore, does not know
at this time whether the qui tam action relates to the
subject matter of the federal investigations.
In
addition, putative class action complaints were filed on October 26, 2007 and on
November 2, 2007. These putative class actions, entitled Eastwood
Enterprises, L.L.C. v. Farha, et al. and Hutton v. WellCare Health Plans, Inc.
et al., respectively, were filed in the United States District Court for the
Middle District of Florida against the Company, Todd Farha, the Company's former
chairman and chief executive officer, and Paul Behrens, the Company's former
senior vice president and chief financial officer. Messrs. Farha and
Behrens were also officers of various subsidiaries of the
Company. The Eastwood Enterprises complaint alleges that the
defendants materially misstated the Company's reported financial condition by,
among other things, purportedly overstating revenue and understating expenses in
amounts unspecified in the pleading in violation of the Securities Exchange Act
of 1934, as amended. The Hutton complaint alleges that various public
statements supposedly issued by defendants were materially misleading because
they failed to disclose that the Company was purportedly operating its business
in a potentially illegal and improper manner in violation of applicable federal
guidelines and regulations. The complaint asserts claims under the
Securities Exchange Act of 1934, as amended. Both complaints seek, among
other things, certification as a class action and damages. The two
actions were consolidated, and various parties and law firms filed motions
seeking to be designated as Lead Plaintiff and Lead Counsel. In an
Order issued on March 11, 2008, the Court appointed a group of five public
pension funds from New Mexico, Louisiana and Chicago (the “Public Pension Fund
Group”) as Lead Plaintiffs. The Court has directed that those Lead
Plaintiffs file a Consolidated Amended Complaint, which will become the
operative pleading in the case, no later than September 9, 2008, to which the
Defendants must respond within 60 days thereafter. The Company
intends to defend itself vigorously against these claims.
At this
time, neither the Company nor any of its subsidiaries can predict the probable
outcome of these claims. Five putative shareholder derivative actions were
filed between October 29, 2007 and November 15, 2007. The first two of
these putative shareholder derivative actions, entitled Rosky v. Farha, et al.
and Rooney v. Farha, et al., respectively, are supposedly brought on behalf of
the Company and were filed in the United States District Court for the Middle
District of Florida. Two additional actions, entitled Intermountain
Ironworkers Trust Fund v. Farha, et al., and Myra Kahn Trust v. Farha, et al.,
were filed in Circuit Court for Hillsborough County,
Florida. All four of these actions are asserted against all
Company directors (and former director Todd Farha) except for D. Robert Graham,
Heath Schiesser and Charles G. Berg and also name the Company as a nominal
defendant. A fifth
action, entitled Irvin v. Behrens, et al., was filed in the United States
District Court for the Middle District of Florida and asserts claims against all
Company directors (and former director Todd Farha) except Heath Schiesser and
Charles G. Berg and against two former Company officers, Paul Behrens and
Thaddeus Bereday. All five actions contend, among other things, that
the defendants allegedly allowed or caused the Company to misrepresent its
reported financial results, in amounts unspecified in the pleadings, and seek
damages and equitable relief for, among other things, the defendants' supposed
breach of fiduciary duty, waste and unjust enrichment. The three
actions in federal court have been consolidated. Subsequent to that
consolidation, an additional derivative complaint entitled City of Philadelphia
Board of Pensions and Retirement Fund v. Farha, et al. was filed in the same
federal court, but thereafter was consolidated into the existing consolidated
action. A motion to consolidate the two state court actions, to which
all parties consented, was granted, and plaintiffs filed a consolidated
complaint on April 7, 2008. The Company intends to contest, among
other things, the standing of the plaintiffs in each of these derivative actions
to prosecute the purported claims in the Company's name. At this
time, neither the Company nor any of its subsidiaries can predict the probable
outcome of these claims.
We have
incurred significant costs and expenses in connection with the Special
Committee’s investigation and the ongoing governmental investigations and
pending litigation, which has had and is expected to continue to have a material
adverse effect on our business, operations, financial results and financial
condition. If we do not prevail in one or more pending lawsuits,
we may be required to pay a significant amount of monetary damages, which also
would have a material adverse effect on our business, operations, financial
results and financial condition.
Disclosures About Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the safe
harbor provisions of the Private Securities Litigation Report Act of 1995. All
statements other than those that are purely historical are forward-looking
statements. Words such as “expect,” “anticipate,” “believe,” “estimate,”
“intend,” “plan,” “potential” and similar expressions also identify
forward-looking statements. Forward-looking statements include statements
regarding expected materiality or significance, the quantitative effects of the
restatement, and any anticipated conclusions of the Company, the Audit Committee
or management.
Because
these forward-looking statements involve risks and uncertainties, there are
important factors that could cause our actual results, as well as our
expectations regarding materiality or significance, the restatement’s
quantitative effects, the effectiveness of our disclosure controls and
procedures, and material weaknesses in internal control over financial
reporting, to differ materially from those in the forward-looking statements.
These factors include, among other things, the risk that additional information
may arise from the preparation of our restated consolidated financial statements
and that our internal control over financial reporting may be inadequate or have
weaknesses of which we are not currently aware or which have not been
detected. Furthermore, there can be no assurance that
additional issues or matters will not arise from the matters discussed above
under “Other
Proceedings.”
For
a discussion of a variety of risk factors affecting our business and prospects,
see “Item 1A — Risk Factors” in our Annual Report on Form 10-K for the year
ended December 31, 2006 (the “2006 10-K”), as supplemented by the reports we
have filed since the 2006 10-K, as well as the additional risk factors noted
below.
As
noted, the Company is subject to pending investigations by federal and state
regulatory and enforcement agencies. In the event those, or any
future, investigations result in criminal or other sanctions against the Company
for health care related violations or otherwise, it could be disqualified from
doing business in one or more jurisdictions under various statutes, regulations
and contracts.
In
addition, sanctions in the form of fines, penalties and interest, among other
things, could be imposed on the Company, and the Company could
be disqualified from participating in one or more health care funding programs
which are material to its business. Any such disqualifications and/or
sanctions could have a material adverse effect on the Company’s business,
operations, financial results and financial condition.
Item
8.01. Other
Events.
On July 21, 2008, the Company issued a
press release announcing the restatement.
Item
9.01.
Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly
authorized.
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WELLCARE
HEALTH PLANS, INC.
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Date:
July 21, 2008
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By:
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/s/
Heath Schiesser
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Name: Heath
Schiesser
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Title: President
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
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Document
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