8-K

UNITED STATES

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

September 16, 2019

Date of Report (date of earliest event reported)

HMS HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Delaware	0-50194		11-3656261
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
5615 High Point Drive	Irving	Texas	75038
(Address of Principal Executive Offices)			(Zip Code)

(214) 453-3000

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.01 par value	HMSY	The Nasdaq Stock Market LLC
		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

o

Item 7.01     Regulation FD Disclosure.

On September 16, 2019, HMS Holdings Corp. (the “Company”) issued a press release announcing it has acquired VitreosHealth, Inc. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)     Exhibits

Exhibit No.	Description
99.1	Press release of HMS Holdings Corp., dated September 16, 2019
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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 hereunto duly authorized.

HMS HOLDINGS CORP.

Date: September 16, 2019    

By: /s/ Jeffrey S. Sherman

Jeffrey S. Sherman

Executive Vice President,

Chief Financial Officer and Treasurer

EX-99.1

EXHIBIT 99.1

HMS ACQUIRES VITREOSHEALTH

Pioneer in Advanced Analytics for Predictive and Prescriptive Health Insights to

Enhance Company’s Award-Winning Population Health Management Solution Suite

IRVING, Texas - Sept. 16, 2019 - HMS Holdings Corp. (Nasdaq: HMSY) today announced it has acquired VitreosHealth, a privately held company based in Plano, Texas, that offers predictive and prescriptive health insights for population risk models. Prior to the acquisition, VitreosHealth served as a key strategic partner for HMS, and most notably, as the predictive analytics engine for HMS’ Elli, a risk intelligence solution that is part of the company’s integrated Population Health Management (PHM) portfolio.

Elli provides both prospective and retrospective analyses to help identify high and emerging risk as early as the point of member enrollment. Seamlessly integrating with existing population health tools, Elli’s timely, actionable insights on populations and individual members facilitate better care management programs. Elli monitors members on a regular basis to proactively identify risks related to medical conditions, social determinants and other factors.

“We are excited to add VitreosHealth’s talent and advanced analytics expertise to the HMS family,” said Bill Lucia, HMS Chairman and CEO. “Our successful partnership with VitreosHealth has evolved into today’s highly strategic acquisition of best-in-class predictive analytics capabilities. We expect VitreosHealth’s prescriptive health insights will further enrich our award-winning Population Health Management suite to better predict, identify and avoid preventable high-cost events.”

VitreosHealth’s artificial intelligence-driven platform leverages data from a broad set of sources, including electronic health records, claims, health risk assessments and socioeconomic data. It then provides insights that allow clinicians and health plan administrators alike to identify and address care gaps within their member or patient populations.

Also, VitreosHealth’s advanced analytic predictions into the care management workflow offers critical insights that help health plans and managed care organizations optimize their Star and other quality ratings, recognize undercoding/overcoding patterns and analyze out-of-network utilization.

VitreosHealth Co-Founder and CEO, Jay Reddy, said, “We are excited to join forces with HMS, a dynamic healthcare technology and services leader that is like-minded in its focus on improving health outcomes and reducing costs across the healthcare continuum.”

HMS believes the integration of VitreosHealth will enhance our predictive modeling and analytics capabilities within its PHM solution suite and further drive customer value by:

• Enhancing risk stratification capabilities with disease-specific predictive models

• Enabling faster identification of rising risk members

• Improving outcomes through prescriptive interventions

HMS acquired VitreosHealth for approximately $36.5 million, which was funded with cash on hand.

About HMS

HMS advances the healthcare system by helping payers reduce costs and improve health outcomes. Through our industry-leading technology, analytics and engagement solutions, we save billions of dollars annually while helping consumers lead healthier lives. HMS provides a broad range of coordination of benefits, payment integrity, population risk analytics, care management and member engagement solutions that help move the healthcare system forward. Visit us at www.hms.com and follow us on Twitter at @HMSHealthcare.

Trademarks

HMS, Elli and the HMS logo are registered trademarks of HMS Holdings Corp. and/or its affiliates. Other names may be trademarks of their respective owners.

Safe Harbor Statement

This press release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such statements relate to our current expectations, projections and assumptions about our business, the economy and future events or conditions. They do not relate strictly to historical or current facts. Forward-looking statements can be identified by words such as “believes,” “expects,” “future,” “may,” “plans,” “will,” and similar references, although some forward-looking statements may be expressed differently. Factors or events that could cause actual results to differ may emerge from time to time and are difficult to predict. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results may differ materially from past results and those anticipated, estimated or projected. We caution you not to place undue reliance upon any of these forward-looking statements. Factors that could cause or contribute to such differences, include, but are not limited to: our ability to execute our business plans or growth strategy; our ability to innovate, develop or implement new or enhanced solutions or services; the nature of investment and acquisition opportunities we are pursuing, and the successful execution of such investments and acquisitions; our ability to successfully integrate acquired businesses (including VitreosHealth) and realize synergies; and other factors, risks and uncertainties described in our most recent Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission. Any forward-looking statements are made as of the date of this press release. Except as may be required by law, we disclaim any obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contact:                    Media Contact:

Robert Borchert                        Lacey Hautzinger

SVP, Investor Relations                    Sr. Director, External Communications

robert.borchert@hms.comlacey.hautzinger@hms.com

469-284-2140                        469-284-7240

XML

Document and Entity Information Document	Sep. 16, 2019
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 16, 2019
Entity Registrant Name	HMS HOLDINGS CORP.
Entity Central Index Key	0001196501
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	0-50194
Entity Tax Identification Number	11-3656261
Entity Address, Address Line One	5615 High Point Drive
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75038
City Area Code	214
Local Phone Number	453-3000
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $0.01 par value
Trading Symbol	HMSY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false