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HS > SEC Filings for HS > Form 10-Q on 1-May-2009All Recent SEC Filings

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Form 10-Q for HEALTHSPRING, INC.


1-May-2009

Quarterly Report


Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations
You should read the following discussion and analysis in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this report and our audited consolidated financial statements and the notes thereto for the year ended December 31, 2008, appearing in our Annual Report on Form 10-K that was filed with the Securities and Exchange Commission ("SEC") on February 25, 2009 (the "2008 Form 10-K"). Statements contained in this Quarterly Report on Form 10-Q that are not historical fact are forward-looking statements that 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.
The company cautions that forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
In evaluating any forward-looking statement, you should specifically consider the information set forth under the captions "Special Note Regarding Forward-Looking Statements" and "Item 1A. Risk Factors" in the 2008 Form 10-K and the information set forth under "Cautionary Statement Regarding Forward-Looking Statements" in our earnings and other press releases, as well as other cautionary statements contained elsewhere in this report, including the matters discussed in "Critical Accounting Policies and Estimates." We undertake no obligation beyond that required by law to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. You should read this report and the documents that we reference in this report and have filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect.
Overview
General
HealthSpring, Inc. (the "company" or "HealthSpring") is a managed care organization whose primary focus is Medicare, the federal government-sponsored health insurance program for U.S. citizens aged 65 and older, qualifying disabled persons, and persons suffering from end-stage renal disease.
We operate Medicare Advantage plans in Alabama, Florida, Illinois, Mississippi, Tennessee, and Texas and offer Medicare Part D prescription drug plans to persons in all 50 states. We sometimes refer to our Medicare Advantage plans (including plans providing prescription drug benefits, or "MA-PD") collectively as "Medicare Advantage" plans and our stand-alone prescription drug plan as our "PDP." For purposes of additional analysis, the company provides membership and certain financial information, including premium revenue and medical expense, for our Medicare Advantage (including MA-PD) and PDP plans.
On April 6, 2009, CMS published its 2010 Medicare Advantage plan capitation rates, which included a risk score coding intensity adjustment, applicable to all Medicare Advantage plans' enrollees, that substantially reduces anticipated 2010 Medicare Advantage premium rates. The reduction in member risk scores, along with other rate changes, will result in a material reduction in 2010 premium rates paid to health plans. Accordingly, and in connection with the submission of Medicare Advantage plan bids due on June 1, 2009, the company is currently evaluating the potential impacts of the 2010 rate adjustments on 2010 plan benefits, member premiums and co-pays, profitability, and member growth expectations.


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We disclose our results by reportable segment in accordance with Statement of Financial Accounting Standard ("SFAS") No. 131, "Disclosures about Segments of an Enterprise and Related Information." We report our business as managed in four segments: Medicare Advantage, PDP, Commercial, and Corporate. The following discussion of our results from operations includes a discussion of revenue and certain expenses by reportable segment. See "-Reportable Segments" below for additional information related thereto.
Results of Operations
The consolidated results of operations include the accounts of HealthSpring and its subsidiaries. The following tables set forth the consolidated statements of income data expressed in dollars (in thousands) and as a percentage of total revenue for each period indicated.

                                                   Three Months Ended March 31,
                                                  2009                      2008
    Revenue:
    Premium revenue                       $ 634,596        98.2 %   $ 540,890        97.8 %
    Management and other fees                 9,969         1.6         7,008         1.3
    Investment income                         1,550         0.2         4,811         0.9

    Total revenue                           646,115       100.0       552,709       100.0

    Operating expenses:
    Medical expense                         529,600        82.0       444,182        80.4
    Selling, general and administrative      72,250        11.2        62,899        11.4
    Depreciation and amortization             7,524         1.2         7,248         1.3
    Interest expense                          4,281         0.6         5,404         1.0

    Total operating expenses                613,655        95.0       519,733        94.1

    Income before income taxes               32,460         5.0        32,976         5.9
    Income tax expense                      (11,848 )      (1.8 )     (11,918 )      (2.1 )

    Net income                            $  20,612         3.2 %   $  21,058         3.8 %


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Membership
   Our primary source of revenue is monthly premium payments we receive based on
membership enrolled in our managed care plans. The following table summarizes
our Medicare Advantage (including MA-PD), PDP, and commercial plan membership as
of the dates indicated.

                                          March 31,     December 31,     March 31,
                                            2009            2008           2008
         Medicare Advantage Membership
         Tennessee                          53,833         49,933          49,174
         Texas                              48,456         43,889          38,357
         Florida                            29,978         27,568          26,681
         Alabama                            29,385         29,022          28,045
         Illinois                           10,067          9,245           8,735
         Mississippi                         3,419          2,425           1,535

         Total                             175,138        162,082         152,527


         Medicare PDP Membership           286,810        282,429         258,012


         Commercial Membership
         Tennessee(1)                            -              - (2)       1,402
         Alabama                               758            895           1,028

         Total                                 758            895           2,430

(1) Does not include a health plan maintained by the company for company employees or members of commercial managed care plans owned and operated by unrelated third parties that pay us a network rental fee for access to our contracted provider network.

(2) As of January 1, 2009, the company has discontinued its commercial business in Tennessee.

Medicare Advantage. Our Medicare Advantage membership increased by 14.8% to 175,138 members at March 31, 2009 as compared to 152,527 members at March 31, 2008, with membership gains in all our health plans. Our Medicare Advantage net membership gain of 13,056 during the 2009 first quarter reflects both focused and successful sales and marketing efforts through the annual open enrollment and election periods and the relative attractiveness of our various product offerings. We anticipate small but incremental membership growth throughout the remainder of 2009 in our Medicare Advantage membership through the offering of products to beneficiaries whose enrollment is not restricted by lock-in rules, including age-ins, dual-eligibles, and beneficiaries eligible for one of our special needs plans ("SNPs").
PDP. PDP membership increased by 11.2% to 286,810 members at March 31, 2009 as compared to 258,012 at March 31, 2008, primarily as a result of the auto-assignment of members at the beginning of the year, despite reducing the CMS regions in which we receive auto-assignments from 31 in 2008 to 24 in 2009. We do not actively market our PDPs and have relied on CMS auto-assignments of dual-eligible beneficiaries for membership. We have continued to receive assignments or otherwise enroll dual-eligible beneficiaries in our PDP plans during lock-in and expect continued incremental growth for the balance of the year.
Risk Adjustment Payments
The company's Medicare premium revenue is subject to adjustment based on the health risk of its members. This process for adjusting premiums is referred to as the CMS risk adjustment payment methodology. Under the risk adjustment payment methodology, managed care plans must capture, collect,


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and report diagnosis code information to CMS. After reviewing the respective submissions, CMS establishes the payments to Medicare plans generally at the beginning of the calendar year, and then adjusts premiums on two separate occasions on a retroactive basis.
The first retroactive risk premium adjustment for a given fiscal year generally occurs during the third quarter of such fiscal year. This initial settlement (the "Initial CMS Settlement") represents the updating of risk scores for the current year based on updated diagnoses from the prior year. CMS then issues a final retroactive risk premium adjustment settlement for that fiscal year in the following year (the "Final CMS Settlement").
During the 2008 first quarter, the Company updated its estimated Final CMS Settlement payment amounts for 2007 based on its evaluation of additional diagnosis code information reported to CMS in 2008 and updated its estimate again in the 2008 second quarter as a result of receiving notification in July 2008 from CMS of the Final CMS Settlement for 2007. These changes in estimate related to the 2007 plan year resulted in an additional $12.0 million and $17.3 million of premium revenue in the first and second quarters of 2008, respectively. The impact on net income, after the expense for risk sharing with providers and income tax expense, for the first quarter of 2008, was $5.3 million. There were no material adjustments made in the 2009 first quarter relating to 2008 Final CMS Settlement.
Comparison of the Three-Month Period Ended March 31, 2009 to the Three-Month Period Ended March 31, 2008
Revenue
Total revenue was $646.1 million in the three-month period ended March 31, 2009 as compared with $552.7 million for the same period in 2008, representing an increase of $93.4 million, or 16.9%. The components of revenue were as follows:
Premium Revenue: Total premium revenue for the three months ended March 31, 2009 was $634.6 million as compared with $540.9 million in the same period in 2008, representing an increase of $93.7 million, or 17.3%. The components of premium revenue and the primary reasons for changes were as follows:
Medicare Advantage: Medicare Advantage (including MA-PD) premiums were $541.4 million for the three months ended March 31, 2009 versus $459.3 million in the first quarter of 2008, representing an increase of $82.1 million, or 17.9%. The increase in Medicare Advantage premiums in 2009 is primarily attributable to increases in membership and in per member per month, or "PMPM," premium rates in all of our plans. PMPM premiums for the 2009 first quarter averaged $1,047, which reflects an increase of 6.8% as compared to the 2008 first quarter, as adjusted to exclude favorable out-of-period retroactive risk adjustments in the 2008 period. (See "Risk Adjustment Payments" above.) The PMPM premium increase in the current quarter is primarily the result of rate increases in CMS-calculated base rates as well as rate increases related to risk scores.
PDP: PDP premiums (after risk corridor adjustments) were $92.5 million in the three months ended March 31, 2009 compared to $79.2 million in the same period of 2008, an increase of $13.2 million, or 16.7%. The increase in premiums for the 2009 first quarter is primarily the result of increases in membership and PDP PMPM premium rates. Our average PMPM premiums (after risk corridor adjustments) were $108.60 in the 2009 first quarter, as compared to $103.31 during the 2008 first quarter.
Fee Revenue. Fee revenue was $10.0 million in the first quarter of 2009 compared to $7.0 million for the first quarter of 2008, an increase of $3.0 million. The increase in the current period is attributable to increased management fees as a result of new independent physician associations ("IPAs") under contract since the 2008 first quarter and higher premiums in managed IPAs compared to the same period last year.


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Investment Income. Investment income was $1.6 million for the first quarter of 2009 versus $4.8 million for the comparable period of 2008, reflecting a decrease of $3.2 million, or 67.8%. The decrease is attributable to a decrease in the average yield on invested and cash balances. Medical Expense
Medicare Advantage. Medicare Advantage (including MA-PD) medical expense for the three months ended March 31, 2009 increased $74.9 million, or 20.5%, to $440.3 million from $365.4 million for the comparable period of 2008, which is primarily attributable to increases in PMPM medical expense and membership increases in the 2009 period as compared to the 2008 period. For the three months ended March 31, 2009, the Medicare Advantage medical loss ratio, or "MLR," was 81.3% versus 80.9% for the same period of 2008, as adjusted to exclude favorable out-of-period retroactive risk adjustments in the 2008 period. (See "Risk Adjustment Payments" above.) The MLR deterioration in the 2009 first quarter is primarily attributable to increases in PMPM medical expense, primarily unit costs, exceeding PMPM premium increases, as anticipated, which were offset partially by lower utilization and units costs in our Florida plan. The comparative degradation in MA MLR in the 2009 first quarter as compared to the prior year period was also partially offset by MLR improvement in the drug benefit component of our MA-PD plans in the current period.
Our Medicare Advantage medical expense calculated on a PMPM basis was $852 for the three months ended March 31, 2009, compared with $793 for the comparable 2008 quarter, as adjusted to exclude favorable out-of-period retroactive risk adjustments in the 2008 period.
PDP. PDP medical expense for the three months ended March 31, 2009 increased $11.9 million to $88.6 million, compared to $76.7 million in the same period last year. PDP MLR for the 2009 first quarter was 95.8%, compared to 96.8% in the 2008 first quarter. The decrease in PDP MLR for the current quarter was primarily attributable to higher PDP revenue resulting from our PDP bid process. Selling, General, and Administrative Expense Selling, general, and administrative expense, or "SG&A," for the three months ended March 31, 2009 was $72.3 million as compared with $62.9 million for the same prior year period, an increase of $9.4 million, or 14.9%. The increase in the 2009 first quarter as compared to the same period of the prior year is the result of personnel cost increases, primarily related to growth in headcount of approximately 20% subsequent to the 2008 first quarter, and increases in commissions associated with the growth in membership in the current period. As a percentage of revenue, SG&A expense decreased approximately 20 basis points for the three months ended March 31, 2009 compared to the prior year first quarter.
Consistent with historical trends, the company expects the majority of its sales and marketing expenses to be incurred in the first and fourth quarters of each year in connection with the annual Medicare enrollment cycle. Depreciation and Amortization Expense
Depreciation and amortization expense was $7.5 million in the three months ended March 31, 2009 as compared with $7.2 million in the same period of 2008, representing an increase of $0.3 million, or 3.8%. The increase in the current quarter was primarily the result of incremental amortization expense associated with intangible assets recorded as part of the acquisition in October 2008 by our Texas plan of certain Medicare Advantage contracts from Valley Baptist Health Plans operating in the Rio Grande Valley. Interest Expense
Interest expense was $4.3 million in the 2009 first quarter, compared with $5.4 million in the 2008 first quarter. The decrease in the current quarter was the result of lower effective interest rates and lower


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average principal balances outstanding. The weighted average interest rate incurred on our borrowings during the three month periods ended March 31, 2009 and 2008 were 6.4% and 7.2%, respectively (5.2% and 6.2%, respectively, exclusive of amortization of deferred financing costs.) Income Tax Expense
For the three months ended March 31, 2009, income tax expense was $11.8 million, reflecting an effective tax rate of 36.5%, versus $11.9 million, reflecting an effective tax rate of 36.1%, for the same period of 2008. The higher rate in 2009 is primarily attributable to the estimated annual decrease in non-taxable investment income. The Company expects the effective tax rate for the full 2009 year will approximate 36.5%. Segment Information
We report our business as managed in four segments: Medicare Advantage, stand-alone Prescription Drug Plan, Commercial, and Corporate. Medicare Advantage ("MA-PD") consists of Medicare-eligible beneficiaries receiving healthcare benefits, including prescription drugs, through a coordinated care plan qualifying under Part C and Part D of the Medicare Program. Stand-alone Prescription Drug Plan ("PDP") consists of Medicare-eligible beneficiaries receiving prescription drug benefits on a stand-alone basis in accordance with Medicare Part D. Commercial consists of our commercial health plan business. The Commercial segment was insignificant as of December 31, 2008 and continues to be so, as a result of the non-renewal of coverage by employer groups in Tennessee. The Corporate segment consists primarily of corporate expenses not allocated to the other reportable segments. These segment groupings are also consistent with information used by our chief executive officer in making operating decisions.
The results of each segment are measured and evaluated by earnings before interest expense, depreciation and amortization expense, and income taxes (or "EBITDA"). We do not allocate certain corporate overhead amounts (classified as selling, general and administrative expenses) or interest expense to our segments. We evaluate interest expense, income taxes, and asset and liability details on a consolidated basis as these items are managed in a corporate shared service environment and are not the responsibility of segment operating management.
Revenue includes premium revenue, management and other fee income, and investment income.
Financial data by reportable segment for three months ended March 31 is as follows (in thousands):

                                               MA-PD              PDP             Commercial         Corporate            Total
Three months ended March 31, 2009
Revenue                                     $ 552,749          $ 92,618          $      736          $     12          $ 646,115
EBITDA                                         48,821             2,125                 (14 )          (6,667 )           44,265
Depreciation and amortization expense           6,356                20                   -             1,148              7,524

Three months ended March 31, 2008
Revenue                                     $ 469,805          $ 80,432          $    2,337          $    135          $ 552,709
EBITDA                                         50,244             1,213                 314            (6,143 )           45,628
Depreciation and amortization expense           6,240                 -                   -             1,008              7,248


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As of January 1, 2009, the Company developed a new methodology for allocating the selling, general, and administrative expenses, but only within its prescription drug operations, which resulted in its allocating a greater share of such expenses to its MA-PD segment than in previous years. As such, the MA-PD and PDP segment's EBITDA amounts for the 2008 period include reclassification adjustments between segments such that the periods presented are comparable.
A reconciliation of reportable segment EBITDA to net income included in the consolidated statements of income for the three months ended March 31 is as follows (in thousands):

                                                 2009          2008
               EBITDA                          $  44,265     $  45,628
               Income tax expense                (11,848 )     (11,918 )
               Interest expense                   (4,281 )      (5,404 )
               Depreciation and amortization      (7,524 )      (7,248 )

               Net Income                      $  20,612     $  21,058

Liquidity and Capital Resources
We finance our operations primarily through internally generated funds. All of our outstanding funded indebtedness was incurred in connection with the acquisition of the LMC Health Plans in October 2007. See "-Indebtedness" below.
We generate cash primarily from premium revenue and our primary use of cash is the payment of medical and SG&A expenses and principal and interest on indebtedness. We anticipate that our current level of cash on hand, internally generated cash flows, and borrowings available under our revolving credit facility will be sufficient to fund our working capital needs, our debt service, and anticipated capital expenditures over at least the next twelve months.
The reported changes in cash and cash equivalents for the three month period ended March 31, 2009, compared to the comparable period of 2008, were as follows:

                                                            Three Months Ended
                                                                 March 31,
                                                             2009          2008
                                                              (in thousands)
    Net cash provided by operating activities             $    7,860     $ 14,010
    Net cash (used in) provided by investing activities      (12,680 )     25,094
    Net cash provided by (used in) financing activities       27,443       (2,848 )

    Net increase in cash and cash equivalents             $   22,623     $ 36,256


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Cash Flows from Operating Activities
Our primary sources of liquidity are cash flow provided by our operations and available cash on hand. To date, we have not borrowed under our $100.0 million revolving credit facility. We generated cash from operating activities of $7.9 million during the three months ended March 31, 2009, compared to generating cash of $14.0 million during the three months ended March 31, 2008. Cash Flows from Investing and Financing Activities For the three months ended March 31, 2009, the primary investing activities consisted of $2.8 million in property and equipment additions, expenditures of $24.8 million to purchase investment securities, and the receipt of $15.0 million in proceeds from the maturity of investment securities. The investing activity in the prior year period consisted primarily of $5.5 million used to purchase investments, $32.5 million in proceeds from the maturity of investment securities, and $1.9 million in property and equipment additions. During the three months ended March 31, 2009, the company's financing activities consisted primarily of $36.9 million of funds received in excess of funds withdrawn from CMS for the benefit of members, and $9.5 million for the repayment of long-term debt. The financing activity in the prior year period consisted primarily of $21.5 million of funds received in excess of funds withdrawn from CMS for the benefit of members and $20.6 million used in the purchase of treasury stock. Funds due from CMS received for the benefit of members are recorded as an asset on our balance sheet at March 31, 2009 and at December 31, 2008. We anticipate settling approximately $36.7 million of such Part D related amounts (including risk corridor settlements) relating to 2008 with CMS during the second half of 2009 as part of the final settlement of Part D payments for the 2008 plan year.
During the three months ended March 31, 2009, the company did not purchase any shares of its common stock under its open market repurchase program. The company currently has approximately $2.7 million in remaining repurchase authority under the existing program.
Cash and Cash Equivalents
At March 31, 2009, the company's cash and cash equivalents were $304.9 million, $44.2 million of which was held at unregulated subsidiaries. Approximately $35.5 million of the cash balance relates to amounts held by the company for the benefit of its Part D members. We expect CMS to settle this amount, related to the 2009 plan year, during the second half of 2010.
The current credit and stock market crises have not had a material effect on the company's financial condition or results of operations and, at least as currently foreseeable by management of the company, such crises are not expected to adversely affect the company's liquidity or operations. Substantially all of the company's sources of liquidity are in the form of cash and cash equivalents ($304.9 million at March 31, 2009), the majority of which ($260.7 million at March 31, 2009) is held by the company's regulated insurance subsidiaries, which amounts are required by law and by our credit agreement, to be invested in . . .

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