HealthSpring, Inc. (NYSE:HS) today announced its results for the third quarter ended September 30, 2011, which include the results of Bravo Health, Inc. ("Bravo Health"), acquired by the Company in November 2010. Highlights for the 2011 third quarter included:

  • Net income of $79.0 million, or $1.16 per diluted share, compared with $53.8 million, or $0.95 per diluted share, in the 2010 third quarter.
  • Premium revenue of $1.3 billion, up 84.6% over the 2010 third quarter.
  • Medicare Advantage membership of 342,126 at quarter end, up 72.7% over the 2010 third quarter and 12.3% over 2010 year-end. Stand-alone PDP membership of 844,458 at quarter end, up 106.3% over the 2010 third quarter and 16.6% over 2010 year-end.
  • Cash held by unregulated entities of $248.2 million, an increase of $76.7 million from the 2011 second quarter and $167.3 million year-to-date.

Commenting on 2011 third quarter results, Herb Fritch, Chairman and Chief Executive Officer, said, "We are pleased to report a strong third quarter. The continuation of favorable inpatient utilization trends in our highly engaged Medicare Advantage health plans and margins in our stand-alone prescription drug plans contributed to better than expected results for the period."

Third Quarter Results

($ in thousands, except per share amounts)

    

Three Months Ended

    

September 30,

Percent

2011

    

2010

Change

Premium revenue $ 1,315,577 $ 712,658 84.6 %
Total revenue 1,331,300 725,222 83.6
Medical expense 1,049,869 561,823 86.9
Net income 78,991 53,780 46.9

Net income per common share - diluted (1)

 1.16 0.95 22.1
 

(1) Weighted average shares outstanding used in the calculation of net income per commonshare - diluted for the three months ended September 30, 2011 and 2010, were 68,186,547 and 56,577,063, respectively. Weighted average shares for the three months ended September 30, 2011, include 8,625,000 common shares issued in an underwritten public offering in March 2011.

Operating Highlights

Revenue

  • Medicare Advantage premiums (including the prescription drug component of HealthSpring's Medicare Advantage plans, or "MA-PD") were $1.1 billion for the 2011 third quarter, reflecting an increase of 79.6% over the 2010 third quarter. The higher premium revenue in the 2011 third quarter was primarily attributable to the inclusion of Bravo Health membership and to a 9.0% increase in membership in the HealthSpring health plans compared with the 2010 third quarter.
  • Medicare Advantage premiums per member per month, or "PMPM," increased 4.5% to $1,089 in the 2011 third quarter compared with $1,042 in the 2010 third quarter. The PMPM premium increase in the 2011 third quarter was primarily the result of including PMPM premiums in the Pennsylvania market and increased risk adjustment payments. On a year-to-date basis, PMPM premiums increased 4.0% to $1,104 in 2011 compared with $1,062 in 2010.
  • Stand-alone PDP premium revenue was $201.7 million for the 2011 third quarter, an increase of 115.9% compared with the 2010 third quarter. The increase in revenue was primarily the result of the inclusion of Bravo Health Part D membership and premium revenue for the 2011 third quarter.

Medical Expense

  • Medicare Advantage medical loss ratio, or "MLR," was 79.6% for the 2011 third quarter compared with 78.5% for the 2010 third quarter. The increase in the 2011 third quarter MLR, which was expected, is primarily the result of including Bravo Health, which has historically experienced higher MLRs than other HealthSpring plans. The increase in MLR was partially offset by lower MLRs in certain markets, resulting from lower than expected inpatient utilization in the current quarter. On a year-to-date basis, Medicare Advantage MLR was 79.8% for 2011 compared with 78.2% for 2010. Medicare Advantage PMPM medical expense increased 5.9% to $867 in the 2011 third quarter compared with the 2010 third quarter and increased 6.1% to $881 year-to-date compared with the first nine months of 2010.
  • PDP MLR was 79.7% for the 2011 third quarter compared with 80.7% for the 2010 third quarter. The improvement in MLR in the 2011 third quarter was primarily the result of PMPM premium increases and increased drug rebates in the current quarter. On a year-to-date basis, PDP MLR improved to 90.7% for 2011 compared with 91.1% for 2010.

Selling, General & Administrative (SG&A) Expense

  • SG&A expense as a percentage of total revenue in the 2011 third quarter increased 70 basis points to 10.0% compared with 9.3% in the 2010 third quarter. SG&A expense in the 2011 third quarter increased $65.9 million compared with the 2010 third quarter, primarily as a result of the inclusion of Bravo Health in the 2011 third quarter. The increase in SG&A expense as a percentage of revenue in the 2011 third quarter resulted primarily from increases in selling costs as a result of new membership and accelerated printing and advertising costs in the 2011 third quarter to accommodate an earlier selling season in 2011. In addition, the Company incurred incremental administrative costs in the 2011 third quarter related to its expansion into new Medicare Advantage markets for 2012 and for merger related advisory expenses. On a year-to-date basis, SG&A as a percentage of total revenue was 9.5% for 2011 compared with 9.3% for 2010.

Depreciation and Amortization Expense

  • Depreciation and amortization expense in the 2011 third quarter increased $7.7 million over the 2010 third quarter, the majority of which increase relates to the amortization of identifiable intangible assets acquired as part of the Bravo Health transaction.

Interest Expense

  • Interest expense in the 2011 third quarter increased $2.6 million compared with the 2010 third quarter, reflecting higher average debt amounts outstanding related to borrowings made to finance the Bravo Health acquisition.
  • The Company's weighted average effective interest rate on the Company's borrowings (exclusive of the amortization of deferred financing costs and other credit facility fees) for the three months ended September 30, 2011, was 4.4% compared with 3.2% for the three months ended September 30, 2010.

Income Taxes

  • The Company's effective income tax rate for the three months ended September 30, 2011, was 37.7% compared with 36.8% for the three months ended September 30, 2010. The Company's effective income tax rate for the nine months ended September 30, 2011, was 37.0% compared with 36.6% for the nine months ended September 30, 2010.

Balance Sheet Highlights

  • At September 30, 2011, the Company's cash and investments were $1.7 billion, $248.2 million of which was held by unregulated entities, compared with cash and investments of $771.8 million at December 31, 2010, $80.9 million of which was held by unregulated entities. The Company's regulated cash and cash equivalents at September 30, 2011, includes $620.2 million for the early receipt of the October 2011 CMS premium and member subsidies. Related amounts for the early receipt of cash from CMS are included on the Company's balance sheet at September 30, 2011, in deferred revenue and funds held for the benefit of members.
  • For the first nine months of 2011, net cash generated by operating activities (adjusted for the early premium payment from CMS) was $265.1 million compared with $155.8 million generated in the same period of 2010. Operating cash flows on a year-to-date basis for 2011 included the receipt of approximately $73.0 million of prior-year CMS risk premium settlements compared with similar settlements of $50.2 million received in the first nine months of 2010.
  • Days in claims payable totaled 36 at the end of the 2011 third quarter compared with 36 at the end of the 2011 second quarter and 29 at the end of the 2010 third quarter.
  • Total debt outstanding was $335.4 million at September 30, 2011, compared with $626.9 million at December 31, 2010. The Company used $263.4 million of the net proceeds from a public offering of its common stock for the repayment of indebtedness during the 2011 first quarter. There were no borrowings outstanding under the Company's revolving credit facility at September 30, 2011.

Proposed Merger

The Company announced on October 24, 2011, the execution of an Agreement and Plan of Merger by and among the Company, Cigna Corporation ("Cigna") and Cigna Magnolia Corp., an indirect wholly owned subsidiary of Cigna, pursuant to which the Company's stockholders will receive, subject to the satisfaction or waiver of certain conditions, $55.00 per share in cash for each share of the Company common stock that they hold. The transaction is subject to customary closing conditions, including, among others, the approval by the Company's stockholders, the absence of certain legal impediments to the consummation of the merger, and the receipt of specified governmental consents and approvals. The transaction is expected to close in the first half of 2012.

Conference Call and Earnings Guidance

Because of the pending merger transaction with Cigna announced on October 24, 2011, the Company will not hold a conference call regarding the third quarter results and other matters referenced in this release. Given the pending merger transaction, the Company will not be revising or updating previously issued guidance regarding 2011 EPS, membership, revenue, MLRs, SG&A, income taxes, or other operating metrics. Notwithstanding the foregoing, however, given third quarter results and continuing MLR trends, the Company believes 2011 EPS will exceed the high end of the range ($4.20 per diluted share) previously issued.

About HealthSpring

HealthSpring is based in Nashville, Tennessee, and is one of the country's largest Medicare Advantage coordinated care plans. HealthSpring currently owns and operates Medicare Advantage plans in Alabama, Delaware, Florida, Georgia, Illinois, Maryland, Mississippi, New Jersey, Pennsylvania, Tennessee, Texas, and Washington D.C. and also offers national and regional stand-alone Medicare prescription drug plans. For more information, visit www.healthspring.com. Media information is available at HealthSpring's press site: http://press.healthspring.com.

Cautionary Statement Regarding Forward-Looking Statements

Statements contained in this communication 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 relate 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 2011 EPS guidance and the pending merger transaction with Cigna. The forward-looking statements involve significant known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and undue reliance should not be placed on such statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things, the following risks and uncertainties: the failure to receive, on a timely basis or otherwise, the required approvals by the Company's stockholders and government or regulatory agencies; the risk that a condition to closing of the proposed transaction may not be satisfied; the Company's and Cigna's ability to consummate the Merger, including the financing thereof; the failure to obtain the necessary debt financing arrangements set forth in the commitment letter received in connection with the merger; the possibility that costs related to the proposed transaction will be greater than expected; operating costs and business disruption, including difficulties in maintaining relationships, may be greater than expected; the ability of the Company to retain key personnel and maintain relationships with providers or other business partners; the impact of legislative, regulatory and competitive changes and other risk factors relating to the industry in which the Company and Cigna operate, as detailed from time to time in each of the Company's and Cigna's reports filed with the SEC. There can be no assurance that the proposed transaction will in fact be consummated.

Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found under Item 1.A in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and Item 1.A in the Company's most recent Quarterly Report on Form 10-Q for the quarter ended June 30, 2011. The Company cautions that the foregoing list of important factors that may affect future results is not exhaustive. When relying on forward-looking statements to make decisions with respect to the proposed transaction, stockholders and others should carefully consider the foregoing factors and other uncertainties and potential events. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to the Company and Cigna or any other person acting on their behalf are expressly qualified in their entirety by the cautionary statements referenced above. The forward-looking statements contained herein speak only as of the date of this communication. The Company undertakes no obligation to update or revise any forward-looking statements for any reason, even if new information becomes available or other events occur in the future, except as may be required by law.

 
 

Supplemental Information

 

1.Membership

 
 

Sept. 30,

2011

  

June 30,

2011

  

Percent

Change

  

Dec. 31,

2010

  

Percent

Change

  

Sept. 30,

2010

  

Percent

Change

MA Membership:
Alabama 32,984 32,740 0.7 % 30,148 9.4 % 30,397 8.5 %
Florida 38,774 38,451 0.8 37,022 4.7 36,472 6.3
Pennsylvania 70,667 69,325 1.9 63,044 12.1

--

n/a
Tennessee 71,813 71,474 0.5 65,533 9.6 65,334 9.9
Texas 83,493 81,504 2.4 71,105 17.4 48,025 73.9
Other 44,395 42,954 3.4   37,752 17.6   17,827 149.0  
Total 342,126 336,448 1.7 % 304,604 12.3 % 198,055 72.7 %
 
PDP Membership 844,458 835,246 1.1 % 724,394 16.6 % 409,239 106.3 %
Medicaid Membership 2,255 1,350 67.0 %

--

n/a  

--

n/a  
 
 

2.Reconciliation of Medical Claims Payable

 

The following table provides a reconciliation of changes in the medical claims liability for HealthSpring for the nine months ended September 30, 2011 and 2010.

 
  Nine Months Ended

September 30,

(Unaudited, $ in thousands) 2011   2010
 
Balance at beginning of period $ 350,217 $ 202,308
 
Incurred related to:
Current period 3,340,448 1,794,401
Prior period (1)   (13,204 )   (15,126 )
Total incurred   3,327,244     1,779,275  
 
Paid related to:
Current period 2,927,432 1,616,709
Prior period   324,543     181,411  
Total paid   3,251,975     1,798,120  
 
Balance at the end of the period $ 425,486   $ 183,463  
 

(1) Negative amounts reported for incurred related to prior periods result from fee-for-service medical claims estimates being settled for amounts less than originally anticipated (a favorable development).

 
 

3.Segment Information

 

Financial data by reportable segment for the three and nine months ended September 30 is as follows (in thousands):

 
 
 
  MA-PD   PDP   Other   Corporate   Total

Three months ended Sept. 30, 2011

Revenue $ 1,126,924 $ 201,716 $ 2,647 $ 13 $ 1,331,300
EBITDA 138,214 24,950 (3,788 ) (11,502 ) 147,874
Depreciation and amortization expense 11,926 661

--

2,664 15,251
 
Three months ended Sept. 30, 2010
Revenue $ 631,452 $ 93,452 $ 306 $ 12 $ 725,222
EBITDA 91,656 11,938 (63 ) (7,796 ) 95,735
Depreciation and amortization expense 6,166 14

--

1,333 7,513
 
Nine months ended Sept. 30, 2011
Revenue $ 3,380,102 $ 730,175 $ 4,221 $ 42 $ 4,114,540
EBITDA 419,377 17,937 (8,778 ) (31,747 ) 396,789
Depreciation and amortization expense 37,447 2,014

--

6,406 45,867
 
Nine months ended Sept. 30, 2010
Revenue $ 1,914,754 $ 338,323 $ 1,028 $ 38 $ 2,254,143
EBITDA 273,487 11,337 (72 ) (20,294 ) 264,458
Depreciation and amortization expense 18,596 45

--

4,169 22,810
 

The Company's "Other" segment in the above table includes its Commercial and Medicaid lines of business.

 

A reconciliation of reportable segment EBITDA to net income included in the consolidated statements of income is as follows (in thousands):

 
  Three Months Ended

September 30,

   Nine Months Ended

September 30,

2011   2010 2011   2010
EBITDA $ 147,874 $ 95,735 $ 396,789 $ 264,458
Income tax expense (47,897 ) (31,292 ) (121,800 ) (82,917 )
Interest expense (5,735 ) (3,150 ) (21,989 ) (15,375 )(1)
Depreciation and amortization   (15,251 )   (7,513 )   (45,867 )   (22,810 )
Net Income $ 78,991   $ 53,780   $ 207,133   $ 143,356  
 

(1) Includes $7.1 million of debt extinguishment costs related to the termination of the Company's previous credit facility.

 
 
 
 
 
 
HealthSpring, Inc. and Subsidiaries
Condensed Consolidated Balance Sheet Information
(in thousands)
(Unaudited)
     
September 30, December 31,
Assets 2011 2010
Current assets:
Cash and cash equivalents $ 1,055,299 $ 191,459
Accounts receivable, net 205,355 168,893
Funds due for the benefit of members - 83,429
Deferred income taxes 20,264 15,459
Prepaid expenses and other   16,235     17,481  
 
Total current assets 1,297,153 476,721
Investment securities available for sale 569,736 551,207
Property and equipment, net 69,659 60,017
Goodwill 835,237 839,001
Intangible assets, net 335,980 365,884
Restricted investments 28,886 29,136
Risk corridor receivable from CMS 9,805 -
Other   20,663     26,637  
 
Total assets $ 3,167,119   $ 2,348,603  
 
 
Liabilities and Stockholders' Equity
Current liabilities:
Medical claims liability $ 425,486 $ 350,217
Accounts payable, accrued expenses and other 61,478 101,915
Deferred revenue 445,222 -
Book overdraft - 19,629
Risk corridor payable to CMS 6,967 7,780
Funds held for the benefit of members 95,538 -
Current portion of long-term debt   37,350     61,226  
 
Total current liabilities 1,072,041 540,767
Deferred income taxes 105,607 104,301
Long-term debt, less current portion 298,099 565,649
Other long-term liabilities   9,543     5,755  
 
Total liabilities   1,485,290     1,216,472  
 
Stockholders' equity:
Common stock 720 619
Additional paid in capital 907,453 569,024
Retained earnings 830,121 622,988
Accumulated other comprehensive income, net 6,926 1,495
Treasury stock   (63,391 )   (61,995 )
 
Total stockholders' equity   1,681,829     1,132,131  
 
Total liabilities and stockholders' equity $ 3,167,119   $ 2,348,603  
 
 
 
 
 
 
 
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,
2011 2010 2011 2010
Revenue:
Premium revenue $ 1,315,577 $ 712,658 $ 4,064,446 $ 2,218,378
Management and other fees 12,281 10,413 39,946 31,191
Investment income   3,442     2,151     10,148     4,574  
 
Total revenue   1,331,300     725,222     4,114,540     2,254,143  
 
Operating expenses:
Medical expense 1,049,869 561,823 3,327,244 1,779,275
Selling, general and administrative 133,557 67,664 390,507 210,410
Depreciation and amortization 15,251 7,513 45,867 22,810
Interest expense   5,735     3,150     21,989     15,375  
 
Total operating expenses   1,204,412     640,150     3,785,607     2,027,870  
 
Income before income taxes 126,888 85,072 328,933 226,273
Income taxes   (47,897 )   (31,292 )   (121,800 )   (82,917 )
Net income $ 78,991   $ 53,780   $ 207,133   $ 143,356  
 
Net Income per common share:
Basic $ 1.18   $ 0.95   $ 3.24   $ 2.52  
Diluted $ 1.16   $ 0.95   $ 3.18   $ 2.51  
 
Weighted average common shares outstanding:
Basic   67,089,603     56,482,679     63,993,661     56,872,071  
Diluted   68,186,547     56,577,063     65,170,667     57,058,075  
 
 
 
 
 
 
 
HealthSpring, Inc. and Subsidiaries
Condensed Consolidated Statement of Cash Flow Information
(in thousands)
(Unaudited)
               
Three Months Ended Nine Months Ended
September 30, September 30,
2011 2010 2011 2010
Cash flows from operating activities:
Net income $ 78,991 $ 53,780 $ 207,133 $ 143,356
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 15,251 7,513 45,867 22,810
Share-based compensation 2,027 1,882 7,001 6,659
Amortization of deferred financing cost 1,568 449 6,037 1,407
Amortization on bond investments 2,360 1,099 7,084 2,187
Loss on disposal of property and equipment 999 - 999 -
Equity in earnings of unconsolidated affiliate (104 ) (49 ) (310 ) (277 )
Deferred tax benefit (2,087 ) (4,382 ) (7,342 ) (9,883 )
Write-off of deferred financing fees - - - 5,079
Increase (decrease) in cash due to:
Accounts receivable 183,974 140,191 (35,741 ) 18,962
Prepaid expenses and other current assets (2,619 ) 1,584 1,275 (12,266 )
Medical claims liability (21,632 ) (33,067 ) 75,269 (18,845 )
Accounts payable, accrued expenses and other current liabilities (3,420 ) 8,399 (37,157 ) 1,357
Risk corridor payable to/ receivable from CMS 41,765 19,276 (10,619 ) (6,263 )
Deferred revenue 445,222 - 445,222 -
Other   2,592     (113 )   3,788     1,485  
Net cash provided by operating activities   744,887     196,562     708,506     155,768  
 
Cash flows from investing activities:
Additional consideration paid on acquisition - - - (610 )
Purchases of property and equipment (9,715 ) (3,576 ) (27,489 ) (9,120 )
Purchases of investment securities (36,674 ) (13,824 ) (127,973 ) (341,081 )
Maturities of investment securities 16,540 6,516 61,976 56,591
Sales of investment securities 23,184 4,232 49,047 55,898
Purchases of restricted investments (9,022 ) (10,660 ) (20,594 ) (43,182 )
Maturities of restricted investments 8,808 9,948 20,790 37,973
Other   176     175     261     262  
Net cash used in investing activities   (6,703 )   (7,189 )   (43,982 )   (243,269 )
 
Cash flows from financing activities:
Funds received for the benefit of members 701,476 216,660 1,729,261 633,577
Funds withdrawn for the benefit of members (636,396 ) (267,510 ) (1,550,294 ) (655,895 )
Proceeds from issuance of common stock, net - - 301,464 -
Proceeds from issuance of long-term debt - - - 200,000
Payments on long-term debt (9,337 ) (4,375 ) (291,426 ) (270,722 )
Excess tax benefit from stock options exercised - 3 6,660 127
Proceeds from stock option exercises 395 390 23,321 867
Change in book overdraft - - (19,629 ) -
Purchase of treasury stock - - - (14,304 )
Payment of debt issue costs   -     -     (41 )   (7,334 )
Net cash provided by (used in) financing activities   56,138     (54,832 )   199,316     (113,684 )
 
Net increase (decrease) in cash and cash equivalents 794,322 134,541 863,840 (201,185 )
 
Cash and cash equivalents at beginning of period   260,977     103,697     191,459     439,423  
 
Cash and cash equivalents at end of period $ 1,055,299   $ 238,238   $ 1,055,299   $ 238,238  
 
 
 

HealthSpring, Inc.
Karey L. Witty
Executive Vice President & Chief Financial Officer
615-236-6197