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): September 30, 2000
LONG ISLAND PHYSICIAN HOLDINGS CORPORATION
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(Exact name of registrant as specified in its charter)
New York 0-27654-NY 11-3232989
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
One Huntington Quadrangle Suite 4C-01, Melville, New York 11747
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(Address of principal executive offices)
(516) 454-1900
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(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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Item 5. Other Events.
Background. Long Island Physician Holdings Corporation, incorporated in
October 1994 (the "Company" or "LIPH"), is a holding company owned by physicians
residing in New York State and practicing on Long Island, New York.
The Company owns 67% of the stock of MDNY Healthcare, Inc. ("MDNY"), an
independent practice association-model health maintenance organization ("HMO"),
that currently operates primarily in Nassau and Suffolk counties, New York.
Catholic Healthcare Services of Long Island, Inc. owns the remaining stock in
MDNY. As a result of the Company's 67% ownership of MDNY, MDNY's financial
statements are consolidated into the Company's audited financial statements. The
Company conducts no operating activities of its own and its principal asset is
its stock in MDNY.
MDNY commenced operations in January 1996. At December 31 1999, MDNY had
approximately 80,500 members, comprised of individuals and families, enrolled in
its health maintenance plans, point-of-service plans and Medicare plans.
Certain Developments. On December 29, 1999, MDNY agreed, pursuant to a
consent (the "NYSDI Consent") with the Superintendent of the New York State
Department of Insurance ("NYSDI"), to a specified schedule of actions toward the
receipt by MDNY by March 31, 2000 of investments from one or more qualified
parties of at least $5 million. MDNY also consented, upon its failure to comply
with such conditions, to the entry of a court order for rehabilitation pursuant
to Article 74 of the New York Insurance Law. Such an order would allow the
NYSDI, as rehabilitator, to take possession of MDNY's assets and assume control
of MDNY's business. After the entry of such an order, NYSDI would also have the
right, pursuant to Article 74, to apply for a court order to liquidate MDNY if
it determined that further efforts to rehabilitate MDNY would be futile. Any
liquidation of MDNY would have a material adverse effect on the value of LIPH's
investment in MDNY. Inasmuch as such investment is the principal asset of LIPH,
a material dimunition in the value of such investment would have a material
adverse effect on LIPH's financial position (including, potentially,
insolvency), and the shareholders of LIPH could lose all or part of their
investment in LIPH.
As of the date of this report, MDNY has not met the schedule of actions
specified in the NYSDI Consent. In particular, MDNY failed to obtain a letter of
intent and to execute definitive agreements regarding the required investment by
the applicable deadlines therefor. MDNY has had further consultations with the
NYSDI.
The New York State Department of Health ("NYSDH") and NYSDI have informed
MDNY that, as of December 31,1999, MDNY had a statutory net worth deficiency of
approximately $5 million, and that, as of December 31, 1999, MDNY was not in
compliance with the reserve requirements imposed by New York State law. NYSDH
and NYSDI required MDNY to maintain reserves (in the form of statutory net
worth) of approximately $8 million at December 31, 1999 compared to MDNY's
statutory-basis financial statement net worth at December 31, 1999 of $3
million.
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In May 2000, MDNY, CHS, LIPH and Island Practice Association, IPA, Inc.
("Island IPA") entered into a Reconciliation Agreement ("Reconciliation
Agreement") whereby certain intercompany balances of approximately $5.9 million
owed by MDNY and Island IPA to each other were eliminated. As a result of
discussions during September 2000, NYSDI indicated to MDNY that NYSDI did not
object to the Reconciliation Agreement. MDNY thereafter submitted statutory
financial statements for the quarter ended June 30, 2000 that report that MDNY
was in compliance at that date with all NYSDI reserve requirements. MDNY
continues to work closely with the NYSDI to ensure that the NYSDI agrees that
MDNY meets statutory requirements. Although the Company believes that, as a
result of MDNY's positive financial performance during 2000 and the effect of
the Reconciliation Agreement, MDNY is now in compliance with NYSDI's cash
reserve and capital requirements, there can be no assurance that NYSDI will
accept the financial statements submitted by MDNY for the quarter ended June 30,
2000 or MDNY's related statutory cash reserve and capital calculations, or that
NYSDI will not enforce the NYSDI Consent against MDNY.
On November 8, 1999, NYSDI published proposed regulations setting forth
standards for financial risk transfer between insurers and healthcare providers
that would, if adopted, require independent practice associations and individual
providers who take risk ("Providers") to demonstrate their financial
responsibility and capability to insurers. Providers may be required to
demonstrate their financial responsibility by providing a security deposit
equivalent to 12.5% of their estimated annual capitation received from the
insurer under the financial risk sharing agreement between a Provider and its
insurer. Where a provider is a health care facility or an IPA, the financial
security deposit may not be less than $100,000 and may consist of either
securities or a letter of credit. The requirement would apply to those IPAs that
receive annual capitation exceeding $250,000. The proposed regulation arises
from NYSDI's efforts to prevent HMO failures in conjunction with their contracts
with Providers. In assessing the insurer's ability to fulfill its
non-transferable obligation to provide health care services to an HMO's
subscribers, the proposed regulation provides that NYSDI would give
consideration to the financial condition of the insurer and the Provider as well
as to the security deposit. The Company is determining what effect, if any, this
regulation could have on MDNY's operations. Any final regulation adopted by the
NYSDI could have a negative effect on the Company's financial statements.
Certain Financial Information. The financial statements of MDNY as of
December 31, 1999 and 1998 and for the year then ended were prepared assuming
that MDNY will continue as a going concern. The auditor's report states that
"[MDNY] has suffered recurring losses from operations since inception and has a
working capital deficiency. In addition, as of December 31, 1999 and 1998,
[MDNY] is not in compliance with the New York State Insurance Department's cash
reserve and capital requirements. These matters raise substantial doubt about
[MDNY's] ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty."
The Company believes, based on preliminary discussions with its independent
auditors, that its financial statements as of December 31, 1999 and 1998 and for
the years then ended will also be prepared assuming that the Company will
continue as a going concern, and
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will contain explanatory language substantially similar to that in MDNY's audit
report regarding the Company's ability to continue as a going concern.
MDNY has entered into agreements (the "Professional Services Agreements")
with certain affiliated independent practice associations (the "IPAs") for the
provision of applicable healthcare and administrative services. Pursuant to the
Professional Services Agreements, total revenues paid to the IPAs in 1999 were
capitated at 82.5% and 84% of net premium for commercial and medicare enrollees,
respectively. Revenues paid to the IPAs were capitated at 80% of net premium in
1998 and 1997, respectively. As of December 31, 1999, the IPAs had a collective
negative net worth of approximately $11.7 million. The IPAs have incurred losses
from operations for 1999, 1998 and 1997 and had working capital deficiencies for
such years primarily resulting from Medicare claims exceeding related revenue.
In the event that the IPAs are unable to meet their obligations to members of
their provider networks, MDNY would be responsible for ensuring that an adequate
provider network is maintained to service MDNY's current enrollees. In addition,
MDNY could be responsible for the settlement of outstanding claims to providers
contracted through the IPAs. In such event, there can be no assurance that MDNY
would be able to settle such claims in whole or part, or that MDNY's additional
obligations in respect thereof would not have a material adverse effect on
MDNY's, and, in turn, the Company's, business, financial condition, results of
operations or prospects.
Certain Factors Affecting Future Operating Results. This Report contains
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. Such forward-looking statements are not based
on historical facts but are management's projections or best estimates. The
Company's actual results could differ materially from those set forth in the
forward-looking statements due to risks and uncertainties. These risks and
uncertainties include a variety of factors, including but limited to the
following: MDNY's and the IPAs' ability to continue as a going concern; the
inability of MDNY to meet HMO statutory net worth requirements; that increased
regulation will increase health care expenses or require additional or increased
levels of statutory reserve requirements for MDNY and the IPAs; that increased
competition in MDNY's markets or a change in product mix will unexpectedly
reduce premium revenue; that MDNY will not be successful in increasing
membership growth; that health care costs in any given period may be greater
than expected due to unexpected incidence of major cases, natural disaster,
epidemics, changes in physician practices, and new technologies; and that health
care providers who have assumed capitation risk from MDNY will be unable to
maintain their operations and reduce or eliminate their accumulated deficits and
that MDNY will therefore be unable to maintain an adequate provider network.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant as duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LONG ISLAND PHYSICIAN HOLDINGS CORPORATION
By: /s/ David J. Weissberg
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David J. Weissberg,
President and Chief Executive Officer
Date: December 6, 2000
