-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KtAYFYLrsJ5FPpyZviq0D6pNT6TGcBjps9Fc6dH21sHKmTKN8mPR23f0ax766F6r /sB2vRtpYFWHDLbOjLP/8w== 0000950123-97-006430.txt : 19970806 0000950123-97-006430.hdr.sgml : 19970806 ACCESSION NUMBER: 0000950123-97-006430 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970805 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970805 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OXFORD HEALTH PLANS INC CENTRAL INDEX KEY: 0000865084 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 061118515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19442 FILM NUMBER: 97651552 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2038512142 MAIL ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 8-K 1 OXFORD HEALTH PLANS, INC. 1 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 5, 1997 OXFORD HEALTH PLANS, INC. (Exact name of registrant as specified in its charter) Delaware 0-19442 06-1118515 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 800 Connecticut Avenue, Norwalk, Connecticut 06854 (Address of principal executive offices) (Zip Code) (203) 852-1442 (Registrant's telephone number, including area code) 1 2 ITEM 5. OTHER EVENTS. Registrant's Press Release, dated August 5, 1997, is attached as an Exhibit hereto and incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits (99) Press Release dated August 5, 1997 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, thereunto duly authorized. OXFORD HEALTH PLANS, INC. Date: August 5, 1997 By: /s/ ANDREW B. CASSIDY ------------------------- ANDREW B. CASSIDY Executive Vice President Chief Financial Officer 2 3 OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES EXHIBIT INDEX
Exhibit Page Number Description of Document Number - ------ ----------------------- ------ (99) Press Release dated August 5, 1997 4
3 EX-99 2 PRESS RELEASE DATED 8/5/97 1 EXHIBIT (99) OXFORD LETTERHEAD Re: Oxford Health Plans, Inc. 800 Connecticut Avenue Norwalk, CT 06854 For Further Information: Stephen F. Wiggins Chairman (203) 852-1442 FOR IMMEDIATE RELEASE August 5, 1997 OXFORD HEALTH PLANS REPORTS 66 PERCENT EARNINGS INCREASE IN SECOND QUARTER WILLIAM M. SULLIVAN PROMOTED TO CHIEF EXECUTIVE OFFICER; WIGGINS TO REMAIN OFFICER AND CHAIRMAN NORWALK, CONNECTICUT, AUGUST 5, 1997--Oxford Health Plans, Inc. (NASDAQ:OXHP) today reported that second quarter 1997 net earnings rose 66 percent on a revenue increase of 46 percent when compared with the second quarter of 1996. The earnings growth was driven by increased enrollment in the Company's fully insured programs and stable medical expense trends. Total revenues for the second quarter ended June 30, 1997 reached $1.06 billion, a 46 percent increase from $725.3 million a year ago. Operating earnings jumped 59 percent to $63.2 million compared with $39.8 million in the second quarter of 1996. Net earnings increased 66 percent to $37.2 million, or $.45 per share, from $22.5 million, or $.28 per share, in the prior year's second quarter. For the six months ended June 30, 1997, the Company's revenues totaled $2.05 billion, a 48 percent increase from $1.38 billion for the first six months of 1996. Operating earnings rose to $123.0 million, an increase of 69 percent from the $72.9 million earned in the first six months of 1996, while net earnings for the first six months of 1997 increased 75 percent to $71.6 million, or $.87 per share, from $41.0 million, or $.53 per share, for the first six months of 1996. Oxford's enrollment totaled approximately 1,833,500 members at June 30, 1997, an increase of almost 95,000 during the second quarter of 1997 and almost 39 percent higher than membership at the end of last year's second quarter. All of this new membership has come from fully insured enrollment which has continued to grow in the third quarter of 1997. More than 80,000 net new members have enrolled since the end of June 1997, bringing total membership to approximately 1,915,000 as of August 1, 1997. The strong earnings and enrollment growth continue to reflect the popularity and quality of Oxford's products. The Company's medical-loss ratio for second quarter of 1997 was 79.7% compared with 80.3% in the second quarter of 1996 and 80.2% for the first quarter of 1997. The Company believes that it continues to benefit from better provider contracts and strengthened medical management programs. -more- 4 2 Page 2 Oxford Health Plans, Inc. August 5, 1997 Administrative expenses were 15.8% of operating revenue for the second quarter of 1997, compared with 15.9% for the second quarter of 1996. The Company's balance sheet continues to show high levels of premiums receivable resulting from delays earlier this year in billing associated with the conversion of certain of the Company's operations to a new computer system, but receivables have slightly decreased measured by days in operating revenues outstanding as the Company's billing has returned to normal cycles. Medical cost payable have decreased by $125.6 million from March 31, 1997 as the result of more rapid claims payments by the Company and advances made against provider claims aggregating approximately $271 million at June 30, 1997. Oxford also announced the promotion of William Sullivan to the position of Chief Executive Officer. Stephen F. Wiggins, the Company's founder, will remain an officer of the Company as Oxford's Chairman. "Bill has filled the role of CEO for the past twelve months, so this promotion is really just a reflection of the status quo" said Mr. Wiggins. "He's a great leader and his success in guiding the Company through the problems created by our recent computer conversion shows he has the qualities we need to propel Oxford to the next level. He has been a part of our team for ten years and is well-known both inside and outside of the Company." Mr. Sullivan joined Oxford in 1987 from Lincoln National Corporation and has worked in all facets of the Company over the past ten years. "Steve and I are neighbors and we've grown up in the business together. We get along and compliment each other very well. We will continue working as a team to build Oxford", said Mr. Sullivan. Mr. Wiggins will continue to focus on strategy, new business opportunities, new markets, government relations and employee development. He will also take a more active role in building Oxford's specialty business, which the Company believes can become a major contributor to revenue and earnings growth. ##### Oxford's product lines include traditional health maintenance organizations, point-of service plans, third-party administration of employer funded benefit plans, Medicare and Medicaid plans, and dental plans. Oxford markets its health plans to employers in New York, New Jersey, Pennsylvania, Connecticut and New Hampshire through its direct sales force and through independent insurance agents and brokers. FINANCIAL TABLES FOLLOW 5 3 OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (IN THOUSANDS, EXCEPT PER SHARE AND MEMBERSHIP DATA) (UNAUDITED)
THREE MONTHS SIX MONTHS ENDED JUNE 30 ENDED JUNE 30 ------------------------- ------------------------- 1997 1996 1997 1996 ----------- ------- --------- --------- Revenues: Premiums earned $ 1,044,510 712,768 2,014,625 1,360,950 Third-party administration, net 3,040 2,346 6,116 5,528 Investment and other income, net 14,374 10,214 28,498 16,990 ----------- ------- --------- --------- Total revenues 1,061,924 725,328 2,049,239 1,383,468 ----------- ------- --------- --------- Expenses: Health care services 832,790 572,016 1,610,526 1,090,232 Marketing, general and administrative 165,922 113,553 315,706 220,313 ----------- ------- --------- --------- Total expenses 998,712 685,569 1,926,232 1,310,545 ----------- ------- --------- --------- Operating earnings 63,212 39,759 123,007 72,923 Equity in loss of affiliate (120) (1,000) (1,020) (2,050) ----------- ------- --------- --------- Earnings before income taxes 63,092 38,759 121,987 70,873 Provision for income taxes 25,917 16,301 50,433 29,898 ----------- ------- --------- --------- Net earnings $ 37,175 22,458 71,554 40,975 =========== ======= ========= ========= Earnings per common and common equivalent share: Primary $ .45 .28 .87 .53 Fully diluted $ .45 .28 .87 .53 Weighted average common stock and common stock equivalents outstanding: Primary 82,674 80,791 82,513 77,988 Fully diluted 82,818 80,791 82,683 77,988
Membership at June 30 ------------------------- MEMBERSHIP HIGHLIGHTS 1997 1996 Increase --------- --------- -------- Freedom Plan 1,218,300 882,000 336,300 HMO 235,900 165,500 70,400 Medicare 145,600 98,000 47,600 Medicaid 187,600 136,000 51,600 --------- --------- ------- Total Fully Insured 1,787,400 1,281,500 505,900 Self-funded 46,100 39,600 6,500 --------- --------- ------- Total Membership 1,833,500 1,321,100 512,400 ========= ========= =======
4 OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JUNE 30, 1997 AND DECEMBER 31, 1996 (IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS JUN. 30, DEC. 31, 1997 1996 ----------- --------- Current assets: (Unaudited) Cash and cash equivalents $ 23,809 72,160 Short-term investments-available for sale, at market value 664,846 767,312 Premiums receivable 421,828 315,126 Other receivables 19,323 26,343 Prepaid expenses and other current assets 5,076 5,814 Deferred income taxes 7,127 13,771 ---------- --------- Total current assets 1,142,009 1,200,526 Property and equipment, at cost, net of accumulated depreciation and amortization of $95,838 in 1997 and $69,739 in 1996 121,279 104,954 Deferred income taxes 7,320 5,700 Other noncurrent assets 58,647 35,559 ---------- --------- Total assets $1,329,255 1,346,739 ========== ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Medical costs payable $ 532,237 624,359 Trade accounts payable and accrued expenses 71,491 51,256 Income taxes payable 19,000 9,902 Unearned premiums 16,480 63,052 ---------- --------- Total liabilities 639,208 748,569 ---------- --------- Shareholders' equity: Preferred stock, $.01 par value, authorized 2,000,000 shares -- -- Common stock, $.01 par value, authorized 400,000,000 shares; issued and outstanding 78,284,932 in 1997 and 77,376,282 in 1996 783 774 Additional paid-in capital 410,247 391,602 Retained earnings 267,344 195,790 Unrealized net appreciation of investments 11,673 10,004 ---------- --------- Total shareholders' equity 690,047 598,170 ---------- --------- Total liabilities and shareholders' equity $1,329,255 1,346,739 ========== =========
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