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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-27064
First Commonwealth, Inc.
(Exact name of registrant as specified in its charter)
Delaware 75 - 2154228
(State or other jurisdiction (I.R.S. employer identification number)
of incorporation or organization)
444 N. Wells St., Suite 600, Chicago,
IL 60610 (Address of principal executive
offices, including zip code)
(312) 644-1800
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share, including
associated Preferred Stock Purchase Rights
(Title of Class)
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of February 26, 1999 was approximately $30 million, based on the
closing price of $12.50 of the registrant's common stock on the Nasdaq National
Market. This calculation does not reflect a determination that persons are
affiliates for any other purposes.
Number of shares of common stock outstanding as of February 26, 1999: 3,727,025
Documents Incorporated by Reference:
Part III - Portions of the registrant's definitive proxy statement to be
distributed in conjunction with registrant's annual stockholders' meeting to be
held in 1999 (the "Proxy Statement"), as indicated herein.
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The Registrant hereby amends Item 6 in its entirety as follows:
Item 6. Selected Financial Data
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
The selected consolidated statement of income data and balance sheet
data as of, and for, the years ended December 31, 1998, 1997 and 1996 are
derived from, and are qualified by reference to, the consolidated financial
statements of the Company audited by Arthur Andersen LLP, independent public
accountants, appearing elsewhere herein. The selected consolidated statement of
income data and balance sheet data as of, and for, the years ended December 31,
1995 and 1994 are derived from audited financial statements of the Company not
included herein. The selected consolidated financial information set forth below
should be read in conjunction with "Management's Discussion and Analysis of
Results of Operations and Financial Condition" and the Company's consolidated
financial statements and related notes appearing elsewhere herein. The selected
operating data has been derived from the accounting records of the Company and
has not been audited.
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1998 1997 1996(3) 1995 1994
---- ---- ------- ---- ----
(in thousands, except for per share and operating data)
<S> <C> <C> <C> <C> <C>
Consolidated Statement of Income Data:
Subscriber revenue.......................... $ 64,170 $ 56,594 $ 44,099 $ 33,315 $ 22,077
Benefit coverage expenses................... 42,731 37,932 27,873 20,286 12,321
---------- ---------- ---------- ---------- ----------
Gross margin................................ 21,439 18,662 16,226 13,029 9,756
Selling, general and administrative expense 15,496 13,550 12,273 9,883 7,458
---------- ---------- ---------- ---------- ----------
Operating income............................ 5,943 5,112 3,953 3,146 2,298
Interest income, net........................ 693 495 642 194 59
---------- ---------- ---------- ---------- ----------
Income before income taxes.................. 6,636 5,607 4,595 3,340 2,357
Provision for income taxes.................. 2,645 2,284 1,864 1,336 1,009
---------- ---------- ---------- ---------- ----------
Net income.................................. $ 3,991 $ 3,323 $ 2,731 $ 2,004 $ 1,348
========== ========== ========== ========== ==========
Basic earnings per share (1)................ $ 1.10 $ 0.92 $ 0.79 $ 0.69 $ 0.48
========== ========== ========== ========== ==========
Diluted earnings per share (1).............. $ 1.07 $ 0.89 $ 0.76 $ 0.67 $ 0.47
========== ========== ========== ========== ==========
Selected Operating Data:
Members at end of period:
Managed Care.............................. 482,200 450,400 341,600 265,800 215,700
Indemnity/PPO............................. 75,600 65,300 56,200 36,700 11,600
Fee Income (2)............................ 87,100 76,600 34,000 6,100 NC
---------- ---------- ---------- ---------- ----------
Total Members........................... 644,900 592,300 431,800 308,600 227,300
Consolidated Balance Sheet Data (at end of period):
Total current assets........................ $ 20,252 $ 16,554 $ 21,023 $ 16,889 $ 5,716
Total assets................................ 38,076 31,895 34,454 19,111 7,217
Total current liabilities................... 10,181 8,325 14,331 7,280 3,977
Total liabilities........................... 10,357 8,573 14,498 7,405 4,077
Preferred stock............................. -- -- -- -- 892
Stockholders' equity........................ 27,719 23,323 19,956 11,706 2,248
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(1) Earnings per share reflects the conversion of all outstanding shares
of Series B Preferred Stock upon the consummation of initial public
offering in November 1995.
(2) 1994 members are not comparable.
(3) Reflects results of the acquisition of Smileage Dental Services, Inc.
from July 18, 1996. Balance sheet data (but not income or operating
data) as of December 31, 1996 includes amounts relating to Champion
Dental Services, Inc., which was acquired as of December 31, 1996.
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SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, this Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 24, 1999 FIRST COMMONWEALTH, INC
By: /s/ Christopher C. Multhauf
Christopher C. Multhauf
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
Each of the undersigned officers and directors of First Commonwealth, Inc.
hereby severally constitutes and appoints Christopher C. Multhauf, David W.
Mulligan and Scott B. Sanders, and each of them singly, our true and lawful
attorneys, with full power to them and each of them singly, to sign for us in
our names in the capacities indicated below, all amendments to this Annual
Report on Form 10-K, and generally to do all things in our names and on our
behalf in such capacities to enable First Commonwealth, Inc. to comply with the
provisions of the Securities Act of 1934, as amended, and all requirements of
the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 24th day of May, 1999.
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<CAPTION>
Name Capacity
---- --------
<S> <C>
/s/ Christopher C. Multhauf Chairman of the Board of Directors and Chief Executive Officer
- -------------------------------- (principal executive officer)
Christopher C. Multhauf
/s/ David W. Mulligan* Director, President, Secretary and Chief Operating Officer
- --------------------------------
David W. Mulligan
/s/ Scott B. Sanders* Chief Financial Officer and Treasurer (principal financial and
- -------------------------------- accounting officer)
Scott B. Sanders
/s/ Richard M. Burdge, Sr.* Director
- --------------------------------
Richard M. Burdge, Sr.
/s/ William J. McBride* Director
- --------------------------------
William J. McBride
/s/ Jackson W. Smart, Jr.* Director
- --------------------------------
Jackson W. Smart, Jr.
*By: /s/ Christopher C. Multhauf
---------------------------
Christopher C. Multhauf
Attorney-In-Fact
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