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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): MAY 7, 1996
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
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ITEM 5. OTHER EVENTS.
Registrant's Press Release, dated May 7, 1996, is attached as an
Exhibit hereto and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
(99) Press Release dated May 7, 1996
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: May 7, 1996 By: /s/ ANDREW B. CASSIDY
---------------------------
ANDREW B. CASSIDY
Chief Financial Officer
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EXHIBIT 99
Re: Oxford Health Plans, Inc.
800 Connecticut Avenue
Norwalk, CT 06854
For Further Information:
Stephen F. Wiggins
Chairman and CEO
(203) 852-1442
FOR IMMEDIATE RELEASE
May 7, 1996
OXFORD HEALTH PLANS REPORTS 79 PERCENT EARNINGS INCREASE
IN FIRST QUARTER
NORWALK, CONNECTICUT, MAY 7, 1996--Oxford Health Plans, Inc.
(NASDAQ:OXHP) today reported that first quarter 1996 net earnings rose 79
percent on a revenue increase of 97 percent when compared with the first
quarter of 1995. The earnings growth was primarily attributable to increased
enrollment in the Company's fully insured programs.
Total revenues for the first quarter ended March 31, 1996 reached
$658.1 million, a 97 percent increase from $334.4 million a year ago. Operating
earnings jumped 74 percent to $33.1 million compared with $19.0 million in the
first quarter of 1995. Net earnings increased 79 percent to $18.5 million, or
$.25 per share, from $10.4 million, or $.14 per share, in the prior year's
first quarter.
Per share amounts have been restated to reflect the two-for-one stock
split effectuated as a dividend declared in March 1996 and distributed to
stockholders in April 1996.
Oxford's enrollment totaled approximately 1,200,400 members at March
31, 1996, an increase of over 190,000 during the first quarter of 1996 and
almost 80 percent higher than the membership at the end of last year's first
quarter. All of this new membership has come from fully insured enrollment
which has continued to grow in the second quarter of 1996. Approximately 80,000
net new members have enrolled since the end of March 1996, bringing total
membership to over 1,280,000 as of May 1, 1996. The strong earnings and
enrollment growth continue to reflect the popularity and quality of the
Company's products.
The Company's medical-loss ratio for first quarter of 1996 was 79.9%
compared to 77.5% for the full year 1995. The increase is primarily
attributable to higher costs in the Company's Medicare programs, greater than
expected pharmacy costs and increased enrollment in the Company's Medicaid
programs.
Administrative expenses were 16.4% of operating revenue for the first
quarter of 1996, compared with 19.0% for the first quarter of 1995 and 18.7%
for the full year of 1995. "We are very satisfied with our efforts to
significantly reduce our administrative expenses," said Stephen F. Wiggins,
Oxford's Chairman and Chief Executive Officer. "First quarter results indicate
that the steps we are taking in 1996 are working."
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Oxford Health Plans, Inc.
May 7, 1996
On April 9, 1996, the Company completed a registered public offering of
5,227,272 shares of newly issued post split shares of common stock from which
the Company realized net proceeds of approximately $220 million. The Company
expects to use the net proceeds from the offering to add to its capital base
and for general corporate purposes, including expansion of marketing and sales
programs and possible future acquisitions, although there are currently no
agreements or commitments for any such acquisitions.
In July 1995, Oxford completed a merger with OakTree Health Plans,
Inc., a Philadelphia-based health maintenance organization. Under the terms of
the merger agreement, all of the issued and outstanding shares of OakTree
capital stock were exchanged for shares of Oxford common stock in a pooling of
interests transaction. Accordingly, all of the foregoing prior year data has
been restated to include OakTree, in accordance with the pooling of interests
method of accounting.
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
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OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
THREE MONTHS ENDED MARCH 31,1996 AND 1995
(IN THOUSANDS, EXCEPT PER SHARE AND MEMBERSHIP DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31
-----------------------------
1996 1995
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<S> <C> <C>
Revenues:
Premiums earned $ 648,182 328,189
Third-party administration, net 3,182 2,866
Investment income, net 6,725 3,328
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Total revenues 658,089 334,383
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Expenses:
Health care services 518,216 252,537
Marketing, general and administrative 106,760 62,844
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Total expenses 624,976 315,381
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Operating earnings 33,113 19,002
Equity in loss of affiliate (1,050) (873)
Other income (expense), net 51 (34)
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Earnings before income taxes 32,114 18,095
Provision for income taxes 13,597 7,722
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Net earnings $ 18,517 10,373
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Earnings per common and common equivalent share:
Primary $ .25 .14
Fully diluted $ .25 .14
Weighted average common stock and common stock equivalents outstanding:
Primary 75,080 72,506
Fully diluted 75,374 72,768
</TABLE>
<TABLE>
<CAPTION>
Membership at
March 31
---------------------------------------------------------------------------------------------------- Increase
MEMBERSHIP HIGHLIGHTS 1996 1995 (Decrease)
---------------------------------------------------------------------------------------------------- ----------------
<S> <C> <C> <C>
HMO 151,100 90,700 60,400
Freedom Plan 806,600 437,700 368,900
Medicare 80,800 29,000 51,800
Medicaid 123,500 72,400 51,100
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Total Fully Insured 1,162,000 629,800 532,200
Self-funded 38,400 41,300 (2,900)
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Total Membership 1,200,400 671,100 529,300
=======================================================================================================================
</TABLE>
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OXFORD HEALTH PLANS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31,1996 AND DECEMBER 31,1995
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
<TABLE>
<CAPTION>
MAR. 31, Dec. 31,
1996 1995
---------------- -------------------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 30,858 58,450
Short-term investments-available for sale (at market value) 340,800 310,197
Premiums receivable (net of allowance for doubtful
accounts of $3,526 in 1996 and $3,029 in 1995) 134,724 96,278
Other receivables 15,679 15,260
Prepaid expenses and other current assets 3,824 3,563
Deferred income taxes 11,878 8,443
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Total current assets 537,763 492,191
Property and equipment, at cost (net of accumulated depreciation and
amortization of $38,607 in 1996 and $30,074 in 1995) 106,461 97,414
Other noncurrent assets 21,290 19,171
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Total assets $ 665,514 608,776
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Medical costs payable $ 365,967 300,508
Trade accounts payable and accrued expenses 35,328 36,396
Income taxes payable 10,578 1,428
Unearned premiums 6,182 50,299
Other current liabilities 104 112
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Total current liabilities 418,159 388,743
Shareholders' equity:
Preferred stock, $.01 par value, authorized 2,000,000 shares - -
Common stock, $.01 par value, authorized 200,000,000
shares; issued and outstanding 34,793,720 in 1996
and 34,390,401 in 1995 348 343
Additional paid-in capital 127,033 116,639
Retained earnings 114,684 96,167
Unrealized net appreciation of investments 5,290 6,884
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Total shareholders' equity 247,355 220,033
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Total liabilities and shareholders' equity $ 665,514 608,776
=============================================================================================================================
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