EX-99.1 2 g16334exv99w1.htm EX-99.1 PRESS RELEASE Ex-99.1 Press release
Exhibit 99.1
(LOGO)
     
Company Contact:
  Lankford Wade
 
  Senior Vice President & Treasurer
 
  HealthSpring, Inc.
 
  (615) 236-6200
HealthSpring, Inc. Reports 2008 Third Quarter Results
 
Increases 2008 Earnings Per Share Guidance to $2.10 to $2.20
NASHVILLE, Tenn. (October 31, 2008) — HealthSpring, Inc. (NYSE:HS) today announced its results for the third quarter and nine months ended September 30, 2008. Results for 2008 include the operations of HealthSpring’s Leon Medical Centers Health Plans subsidiary (“LMC Health Plans”), which the Company acquired on October 1, 2007. Highlights for the 2008 third quarter included:
  Net income of $29.4 million, or $0.53 per diluted share, compared with $22.4 million, or $0.39 per diluted share, in the 2007 third quarter;
  Medicare premium revenue of $514.9 million, up 50.5% over the 2007 third quarter; and
  Medicare Advantage membership of 156,305 and stand-alone PDP membership of 272,469 at September 30, 2008.
Commenting on 2008 third quarter results, Herb Fritch, Chairman, President, and Chief Executive Officer, said, “We are very pleased with our third quarter results. The improvement in premium revenue and positive medical cost trends we experienced in the first half of the year have continued. Our business model’s commitment to a high level of engagement with our physician partners continues to lead to improved medical management.”
Fritch continued: “I am also pleased to announce that we have taken steps to significantly strengthen our already strong management team. Effective November 1, 2008, Michael Mirt will become President of the Company, and Sharad Mansukani, M.D., will become Executive Vice President — Chief Strategy Officer. I have known Mike for many years and he is a very strong operator. He has spent over 16 years in the managed care industry and understands our corporate culture and the near- and long-term challenges facing growing Medicare programs. We look forward to the addition of Mike’s experience, leadership, and management skills to our team. Sharad, who has served on our Board of Directors since June 2007, and will continue to serve in that role, is a strategic and insightful thinker on Medicare issues, both as a former practicing physician and as a CMS senior advisor. He is expected to continue to add value to our network development and physician engagement activities and help carry our strategies for changing healthcare delivery to our business partners and to Washington. Both gentlemen will report directly to me.”
Third Quarter Results
                         
    Three Months Ended        
    September 30,     Percent  
($in thousands, except per share amounts)   2008     2007     Change  
Medicare premium revenue
  $ 514,932     $ 342,173       50.5 %
Total revenue
    527,743       366,342       44.1  
Medicare medical expense
    411,413       279,923       47.0  
Total medical expense
    411,703       288,261       42.8  
EBITDA (1)
    57,562       38,078       51.2  
Net income
    29,360       22,365       31.3  
Net income per common share — diluted
    0.53       0.39       35.9  
 
(1)   See “Supplemental Information” below and the accompanying reconciliation of EBITDA to net income, the comparable GAAP measure.
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HS Reports Third Quarter Results
Page 2
October 31, 2008
Operating Highlights
Revenue
  Medicare Advantage premiums (including the prescription drug component of HealthSpring’s Medicare Advantage plans, or “MA-PD”) were $455.8 million for the 2008 third quarter, reflecting an increase of 44.6% over the 2007 third quarter. Approximately one-third of the year-over-year increase is attributable to increased premiums per member per month, or “PMPM,” and increases in membership unrelated to LMC Health Plans, with the balance attributable to the inclusion of LMC Health Plans’ results.
  For the three months ended September 30, 2008, Medicare Advantage premiums PMPM of $977.38 increased 17.4% year over year. Of this increase, the inclusion of LMC Health Plans contributed 5.3%.
  Stand-alone PDP premium revenue was $59.1 million for the 2008 third quarter, an increase of 119.4% compared with the 2007 third quarter. The higher revenue resulted primarily from increases in membership, which was 272,469 at the end of the 2008 third quarter versus 128,127 at the end of the 2007 third quarter.
  The Centers for Medicare and Medicaid Services has confirmed that for 2009 the Company was below the relevant PDP benchmarks, and the Company expects to retain auto-assigned dual-eligible PDP membership in 24 of the 34 CMS PDP regions. This compares with 31 regions in which the Company received auto-assigned membership in 2008. Based on recent data released by CMS, the Company estimates that it will have approximately 260,000 — 270,000 members in these 24 regions as of January 1, 2009.
Medical Expense
  Medicare Advantage medical loss ratio (“MLR”) was 79.2% for the 2008 third quarter, compared with 81.9% for the prior year’s third quarter. On a year-to-date basis, the MLR was 78.2% in 2008 compared with 80.5% for 2007.
  On a year-to-date basis, the PDP MLR was 93.3% for 2008 on 5.9% higher PMPM premium revenue, compared with 88.8% in 2007. The 2008 PDP MLR was significantly affected by unfavorable utilization patterns and higher cost trends.
Selling, General & Administrative (SG&A)
  SG&A expense increased by $18.5 million and represented 11.1% of total revenue in the 2008 third quarter compared with 11.0% of total revenue in the 2007 third quarter. The dollar increase in the 2008 third quarter is the result of the inclusion of LMC Health Plans, personnel and other administrative costs in the current period, and costs related to PDP membership increases. On a year-to-date basis, SG&A expense represented 10.8% of total revenue in 2008 compared with 11.9% of total revenue for 2007.
Depreciation and Amortization
  Depreciation and amortization expense in the 2008 third quarter increased $4.0 million over the 2007 third quarter, the majority of which relates to the amortization of intangible assets identified in the acquisition of LMC Health Plans.
Interest Expense
  Interest expense in the 2008 third quarter increased $4.4 million over the 2007 third quarter as a result of the interest incurred on the Company’s $300 million term credit facility entered into on October 1, 2007, in conjunction with the acquisition of LMC Health Plans.
  Effective October 31, 2008, the Company is a party to an interest rate swap agreement relating to $100 million principal amount outstanding under its term debt facility. For a period of 24 months thereafter, the Company will pay a fixed rate (2.96%) in exchange for a floating rate (one-month LIBOR). Additionally, the Company pays an applicable margin determined in accordance with the Company’s credit agreement (2.5% at September 30, 2008).
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HS Reports Third Quarter Results
Page 3
October 31, 2008
  The Company’s weighted average effective interest rate (inclusive of the amortization of deferred financing costs) for the three and nine months ended September 30, 2008, was 6.3% and 6.6%, respectively.
Balance Sheet Highlights
  At September 30, 2008, the Company’s cash and cash equivalents were $427.2 million, $58.0 million of which was held at unregulated subsidiaries.
  In October 2008, the Company received notification from CMS of the final 2007 Part D settlement of $111.5 million. Such amount settled against premium payments in the fourth quarter of 2008. Adjusting the Company’s prior estimate of amounts due to CMS for the 2007 plan year to amounts set forth in the final settlement notification from CMS had an immaterial impact on the Company’s MLR, financial condition and results of operations as of and for the three months ended September 30, 2008.
  Total debt outstanding was $275.3 million at September 30, 2008. There were no borrowings outstanding under the Company’s revolving credit facility at September 30, 2008. There was no debt outstanding at September 30, 2007.
  For the first nine months of 2008, net cash provided by operating activities was $152.6 million or 1.68 times net income, compared with net cash provided by operating activities of $62.3 million or 1.03 times net income for the first nine months of 2007.
  Days in claims payable totaled 40 at the end of the 2008 third quarter, compared with 40 at the end of the 2008 second quarter and 38 at the end of the 2007 third quarter.
  During the third quarter of 2008, the Company made no repurchases under its stock repurchase program. The Company currently has approximately $21.6 million in remaining purchase authority under the program.
Outlook
  EPS: The Company now expects its earnings per share for 2008, on a diluted basis, to be in the range of $2.10 to $2.20, on weighted average shares outstanding of approximately 56.2 million.
  Membership: The Company increases its estimate for Medicare Advantage membership upward from 155,000—157,000 to a range of 161,000—162,000 at the end of 2008. During the fourth quarter of 2008, the Company acquired a Medicare Advantage plan contract relating to approximately 3,000 members in the Rio Grande Valley of Texas from the Valley Baptist health system. The Company also increases its estimate for PDP membership to be approximately 280,000 at the end of 2008.
  Revenue: The Company now estimates that 2008 total revenue will be between $2.1 billion and $2.2 billion.
  MLRs: The Company maintains its estimate that Medicare Advantage (including MA-PD) full-year MLR will be at or below 79.0% for 2008. The Company is increasing its estimate for stand-alone PDP MLR to be approximately 89% for the year.
Conference Call
A live audio webcast of the conference call regarding third quarter results will begin at 10:00 a.m. ET on Friday, October 31, 2008. The public may access the conference call through HealthSpring’s website, www.healthspring.com, under the Investor Relations tab. The conference call can also be accessed by dialing (913) 312-0949, confirmation number 5408106. An online replay will be available approximately two hours following the conclusion of the live broadcast and will continue for 30 days.
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HS Reports Third Quarter Results
Page 4
October 31, 2008
About HealthSpring
HealthSpring is based in Nashville, Tenn., and is one of the country’s largest coordinated care plans whose primary focus is the Medicare Advantage market. HealthSpring currently owns and operates Medicare Advantage plans in Alabama, Florida, Illinois, Mississippi, Tennessee and Texas and also offers a national stand-alone Medicare prescription drug plan. For more information, visit www.healthspring.com.
Cautionary Statement Regarding Forward Looking Statements
Statements contained in this release that are not historical fact are forward-looking statements, which the Company intends to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend on or refer to future events or conditions, or that include words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would,” and similar expressions are forward-looking statements. Such statements include statements regarding the anticipated contributions by new members of senior management, 2009 beginning PDP membership, estimates of CMS Part D settlement amounts, explanations for medical services and prescription drug cost trends, and revenue, earnings, MLR, and membership guidance. The Company cautions that forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause its actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Any projections or other forward-looking information in this release or made orally and related thereto are based on management’s beliefs and assumptions and on information available to HealthSpring at the time the statements were or are made, which is subject to change. Although any such projections and forward-looking information and the factors influencing them will likely change, HealthSpring will not necessarily update the information except as required by law, as HealthSpring will only provide guidance at certain points during the year. Information contained herein speaks only as of the date of this release.
The following factors, among others, could cause actual results to differ materially from those in the forward-looking statements: changes in membership enrollment and dis-enrollment patterns; legislative and regulatory actions or changes, including changes in Medicare funding and premium rates; changes in utilization of medical services; changes in medical and prescription drug cost trends; the Company’s ability to accurately estimate CMS retroactive risk adjustments to Medicare premiums; increasing competition from other MA, MA-PD, PDP, and PFFS plan offerings; the Company’s ability to accurately estimate incurred but not reported medical claims; challenges to integrating its recent Florida plan acquisition; negotiation of acceptable contracts with physicians, hospitals, and other providers; contractual disputes with providers; increases in costs or liabilities associated with litigation; costs associated with compliance with regulatory mandates and with responding to regulatory audits; management changes; substantial changes in interest rates over a prolonged period; and changes in tax estimates, assets, or liabilities and valuation allowances related thereto. The foregoing list of factors is not intended to be exhaustive. Additional information concerning these and other important risks and uncertainties can be found under the headings “Special Note Regarding Forward-Looking Statements” and “Item 1A. — Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, and in the Company’s Quarterly Reports on Form 10-Q.
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HS Reports Third Quarter Results
Page 5
October 31, 2008
Supplemental Information
1. EBITDA
The Company uses EBITDA, or earnings before interest, taxes, and depreciation and amortization to assess business performance among its health plans and related management companies.
The following table provides a reconciliation of EBITDA as used in this release to net income calculated in accordance with GAAP:
                 
    Three Months Ended  
    September 30,  
(in thousands)   2008     2007  
Net income
  $ 29,360     $ 22,365  
Plus: income tax expense
    16,635       12,574  
Plus: interest expense
    4,520       123  
Plus: depreciation and amortization
    7,047       3,016  
 
           
EBITDA
  $ 57,562     $ 38,078  
 
           
The Company believes that the non-GAAP measure used in this release, when presented in conjunction with the comparable GAAP measure, is useful to both management and investors in analyzing financial and business trends regarding the Company’s ongoing business and operating performance. This non-GAAP measure should be considered in addition to, but not as a substitute for, items prepared in accordance with GAAP.
2. Membership
                                         
    Sept. 30,     Dec. 31,     Percent     Sept. 30,     Percent  
    2008     2007     Change     2007     Change  
Medicare Advantage Membership:
                                       
Tennessee
    49,366       50,510       (2.3 )%     50,228       (1.7 )%
Texas
    39,896       36,661       8.8       36,491       9.3  
Alabama
    28,651       30,600       (6.4 )     30,642       (6.5 )
Florida (1)
    27,204       25,946       4.8       N/A       N/A  
Illinois
    9,005       8,639       4.2       8,453       6.5  
Mississippi
    2,183       841       159.6       802       172.2  
 
                             
Total
    156,305       153,197       2.0 %     126,616       23.4 %
 
                             
PDP Membership:
    272,469       139,212       95.7 %     128,127       112.7 %
 
                             
 
(1)   HealthSpring acquired Leon Medical Centers Health Plans on October 1, 2007. At September 30, 2007, LMC Health Plans’ Medicare Advantage membership was 25,840.
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HS Reports Third Quarter 2008 Results
Page 6
October 31, 2008
HealthSpring, Inc. and Subsidiaries
Condensed Consolidated Balance Sheet Information
(in thousands)

(Unaudited)
                 
    September 30,     December 31,  
    2008     2007  
Assets
               
Current assets:
               
Cash and cash equivalents
  $ 427,188     $ 324,090  
Accounts receivable, net
    55,030       59,027  
Investment securities available for sale
    2,752       24,746  
Investment securities held to maturity
    28,130       16,594  
Deferred income taxes
    6,659       2,295  
Prepaid expenses and other
    6,197       4,913  
 
           
Total current assets
    525,956       431,665  
Investment securities available for sale
    34,711       39,905  
Investment securities held to maturity
    15,810       10,105  
Property and equipment, net
    25,744       24,116  
Goodwill
    590,016       588,001  
Intangible assets, net
    221,371       235,893  
Restricted investments
    10,648       10,095  
Other
    29,686       11,293  
 
           
Total assets
  $ 1,453,942     $ 1,351,073  
 
           
 
               
Liabilities and Stockholders’ Equity
               
Current liabilities:
               
Medical claims liability
  $ 184,080     $ 154,510  
Accounts payable, accrued expenses and other
    37,232       27,489  
Funds held for the benefit of members
    86,624       82,231  
Risk corridor payable to CMS
    26,554       22,363  
Current portion of long-term debt
    28,974       18,750  
 
           
Total current liabilities
    363,464       305,343  
Deferred income tax liability
    95,655       90,552  
Long-term debt, less current portion
    246,282       277,500  
Other long-term liabilities
    6,852       6,323  
 
           
Total liabilities
    712,253       679,718  
 
           
Stockholders’ equity:
               
Common stock
    578       576  
Additional paid in capital
    502,556       494,626  
Retained earnings
    266,858       176,218  
Accumulated other comprehensive income
    109        
Treasury stock
    (28,412 )     (65 )
 
           
Total stockholders’ equity
    741,689       671,355  
 
           
Total liabilities and stockholders’ equity
  $ 1,453,942     $ 1,351,073  
 
           
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HS Reports Third Quarter 2008 Results
Page 7
October 31, 2008
HealthSpring, Inc. and Subsidiaries
Condensed Consolidated Statement of Income Information
(in thousands, except share data)

(Unaudited)
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2008     2007     2008     2007  
Revenue:
                               
Premium:
                               
Medicare
  $ 514,932     $ 342,173     $ 1,607,104     $ 1,033,481  
Commercial
    960       10,876       4,346       36,225  
 
                       
Total premium revenue
    515,892       353,049       1,611,450       1,069,706  
Management and other fees
    8,051       6,528       23,699       18,613  
Investment income
    3,800       6,765       11,975       17,972  
 
                       
Total revenue
    527,743       366,342       1,647,124       1,106,291  
 
                       
Operating expenses:
                               
Medical expense:
                               
Medicare
    411,413       279,923       1,287,761       838,798  
Commercial
    290       8,338       4,281       28,934  
 
                       
Total medical expense
    411,703       288,261       1,292,042       867,732  
Selling, general and administrative
    58,634       40,161       177,512       131,314  
Depreciation and amortization
    7,047       3,016       21,280       8,850  
Impairment of intangible assets
                      4,537  
Interest expense
    4,520       123       14,513       357  
 
                       
Total operating expenses
    481,904       331,561       1,505,347       1,012,790  
 
                       
Income before equity in earnings of unconsolidated affiliate and income taxes
    45,839       34,781       141,777       93,501  
Equity in earnings of unconsolidated affiliate
    156       158       357       275  
 
                       
Income before income taxes
    45,995       34,939       142,134       93,776  
Income taxes
    (16,635 )     (12,574 )     (51,494 )     (33,519 )
 
                       
Net income
  $ 29,360     $ 22,365     $ 90,640     $ 60,257  
 
                       
Net Income per common share:
                               
Basic
  $ 0.53     $ 0.39     $ 1.61     $ 1.05  
 
                       
Diluted
  $ 0.53     $ 0.39     $ 1.61     $ 1.05  
 
                       
Weighted average common shares outstanding:
                               
Basic
    55,693,943       57,259,106       56,137,029       57,244,854  
 
                       
Diluted
    55,811,236       57,355,150       56,243,533       57,355,891  
 
                       
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HS Reports Third Quarter 2008 Results
Page 8
October 31, 2008
HealthSpring, Inc. and Subsidiaries
Condensed Consolidated Statement of Cash Flow Information
For the Three and Nine Months Ended September 30, 2008 and 2007
(in thousands)

(Unaudited)
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2008     2007     2008     2007  
Cash flows from operating activities:
                               
Net income
  $ 29,360     $ 22,365     $ 90,640     $ 60,257  
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
                               
Depreciation and amortization
    7,047       3,016       21,280       8,850  
Impairment of intangible assets
                      4,537  
Amortization of deferred financing cost
    599       51       1,840       152  
Equity in earnings of unconsolidated affiliate
    (156 )     (158 )     (357 )     (275 )
Stock-based compensation
    2,235       1,984       6,722       6,062  
Deferred tax expense/ (benefit)
    4,148       387       680       (2,042 )
Increase (decrease) in cash due to:
                               
Accounts receivable
    126,810       11,627       3,997       (19,378 )
Prepaid expenses and other current assets
    (803 )     1,223       (1,284 )     (1,903 )
Medical claims liability
    (11,934 )     (10,533 )     29,570       (3,841 )
Accounts payable, accrued expenses and other current liabilities
    (6,841 )     1,063       9,031       (8,523 )
Deferred revenue
    (5 )     (114,536 )     (2 )     287  
Other
    9,362       9,791       (9,566 )     18,148  
 
                       
Net cash provided by (used in) operating activities
    159,822       (73,720 )     152,551       62,331  
 
                       
Cash flows from investing activities:
                               
Purchase of property and equipment
    (4,548 )     (4,933 )     (8,386 )     (12,123 )
Deposit made on acquisition
    (7,200 )     (12,000 )     (7,200 )     (12,000 )
Purchase of investment securities
    (9,423 )     (41,082 )     (41,181 )     (66,495 )
Sales/ maturities of investment securities
    11,181       3,191       51,296       24,310  
(Purchase) maturity of restricted investments
    6       4       (553 )     (867 )
Distributions to affiliates
    185       186       309       216  
 
                       
Net cash used in investing activities
    (9,799 )     (54,634 )     (5,715 )     (66,959 )
 
                       
Cash flows from financing activities:
                               
Funds received for the benefit of members
    129,936             378,950        
Funds withdrawn for the benefit of members
    (154,719 )           (374,557 )      
Funds received for the benefit of members, net
          (1,858 )           75,340  
Payments on long-term debt
    (3,623 )           (20,994 )      
Proceeds from stock option exercises
    923             1,210       1,002  
Purchase of treasury stock
    (3 )     (2 )     (28,347 )     (12 )
Deferred financing cost
          (317 )           (317 )
 
                       
Net cash (used in) provided by financing activities
    (27,486 )     (2,177 )     (43,738 )     76,013  
 
                       
Net increase (decrease) in cash and cash equivalents
    122,537       (130,531 )     103,098       71,385  
Cash and cash equivalents at beginning of period
    304,651       540,359       324,090       338,443  
 
                       
Cash and cash equivalents at end of period
  $ 427,188     $ 409,828     $ 427,188     $ 409,828  
 
                       
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