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
October 24, 2001
Date of Report (date of earliest event reported)
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COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of Registrant as specified in charter)
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Delaware 001-15925 13-3893191
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
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155 Franklin Road, Suite 400
Brentwood, Tennessee 37027
(Address of principal executive offices)
Registrant's telephone number, including area code: (615) 373-9600
1
ITEM 5. OTHER EVENTS
On October 24, 2001, Community Health Systems, Inc. announced operating results
for the third quarter and nine months ended September 30, 2001.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press release of Community Health Systems, Inc. dated October 24, 2001
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.
Date: October 24, 2001 COMMUNITY HEALTH SYSTEMS, INC.
(Registrant)
By: /s/ Wayne T. Smith
---------------------------------
Wayne T. Smith
Chairman of the Board
President and Chief Executive Officer
(principal executive officer)
By: /s/ W. Larry Cash
---------------------------------
W. Larry Cash
Executive Vice President and Chief
Financial Officer
(principal financial officer)
By: /s/ T. Mark Buford
---------------------------------
T. Mark Buford
Vice President and Corporate Controller
(principal accounting officer)
2
Index to Exhibits Filed with the Current Report on Form 8-K Dated October 24,
2001
Exhibit Number Description
-------------- -------------------------------
99.1 Press Release dated October 24, 2001
3
EXHIBIT 99.1
Investor Contact: W. Larry Cash
Executive Vice President
and Chief Financial Officer
(615) 373-9600
COMMUNITY HEALTH SYSTEMS, INC.
ANNOUNCES STRONG THIRD QUARTER 2001 RESULTS WITH NET
OPERATING REVENUES UP 21.6% AND EBITDA UP 17.9%
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CLOSED THREE HOSPITAL ACQUISITIONS SINCE SEPTEMBER 2001
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COMPLETED $585 MILLION COMMON STOCK AND
CONVERTIBLE SUBORDINATED NOTES OFFERINGS
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BRENTWOOD, Tenn. (October 24, 2001) -- Community Health Systems, Inc. (NYSE:
CYH) today announced financial and operating results for the third quarter and
nine months ended September 30, 2001.
Net operating revenues for the third quarter ended September 30, 2001
totaled $416.6 million, a 21.6% increase, compared with $342.4 million for the
third quarter ended September 30, 2000. EBITDA for the third quarter of 2001 was
$74.0 million compared with $62.8 million in the third quarter of 2000, a 17.9%
increase. Net income was $10.0 million, or $0.11 per share (diluted), on 87.8
million average shares outstanding for the quarter ended September 30, 2001,
compared with $1.3 million, or $0.02 per share (diluted), on 77.2 million
average shares outstanding in the third quarter of 2000.
The consolidated financial results for the third quarter ended
September 30, 2001 reflect an 11.5% increase in admissions, and a 13.8% increase
in adjusted admissions, compared with the third quarter of 2000. On a same store
basis, net operating revenues in the third quarter of 2001 increased 10.8%,
admissions increased 1.9%, and adjusted admissions increased 4.4% compared with
the same period last year.
Net operating revenues for the nine months ended September 30, 2001
totaled $1,216.1 million, compared with $968.2 million for the nine months ended
September 30, 2000, a 25.6% increase. EBITDA for the nine months ended September
30, 2001 was $225.1 million, compared with $182.6 million for the same period in
2000, a 23.3% increase. Net income was $30.5 million, or $0.35 per share
(diluted), on 87.6 million average shares outstanding for the nine months ended
September 30, 2001, compared with $2.4 million, or $0.04 per share (diluted), on
64.1 million average shares outstanding for the nine months ended September 30,
2000.
CYH Announces Third Quarter 2001 Results
Page 2
October 24, 2001
The consolidated financial results for the nine months ended September
30, 2001 reflect a 17.6% increase in admissions, and a 17.0% increase in
adjusted admissions, compared with the nine months ended September 30, 2000. On
a same store basis, net operating revenues for the nine months ended September
30, 2001 increased 11.0%, admissions increased 4.6%, and adjusted admissions
increased 4.3% compared with the nine months ended September 30, 2000.
The 13.8% and 36.6% increases in the weighted average number of shares
(diluted) outstanding for the third quarter and the nine months, respectively,
ended September 30, 2001, compared to the same periods of 2000 are due
principally to the Company's initial public offering in June 2000 and a
secondary public offering in November 2000.
"Our outstanding financial and operating performance during the third
quarter of 2001 reflects continued momentum from our strategy of centralization
and standardization as we again exceeded expectations," commented Wayne T.
Smith, chairman, president and chief executive officer of Community Health
Systems, Inc.
Since September 1, 2001, the Company completed three acquisitions, each
of which is the sole provider of general hospital services in its community.
These newly acquired hospitals are Red Bud Regional Hospital (103 beds) in Red
Bud, IL; Jennersville Regional Hospital (59 beds) in West Grove, PA; and Easton
Hospital (369 beds) in Easton, PA. Each of these facilities had previously been
owned by a tax-exempt entity.
On October 9, 2001, the Company completed a public offering of 12
million shares of common stock and the sale of $287.5 million of 4 1/4%
convertible subordinated notes, due October 2008, including the exercise of the
notes over-allotment. Net proceeds from these offerings of approximately $585
million were used to pay off $500 million of 7 1/2% subordinated debt plus
accrued interest and the remainder used to repay other long-term debt under the
Company's credit agreement.
"During the third quarter we closed on one additional hospital and
since that time have acquired two more bringing the total to four during 2001.
The acquisition of these facilities continues to demonstrate the success of the
Company's focused non-urban acquisition strategy. Furthermore, with the
completion of our additional financing, the Company is well positioned to pursue
our strategic objectives by providing us with an even stronger capital
structure," Smith concluded.
Community Health Systems, Inc., a leading provider of non-urban acute
healthcare services, currently owns or operates 56 hospitals across 20 states.
These facilities, together with their medical staffs, provide a wide range of
inpatient and outpatient acute care services and a variety of specialty
services.
Community Health Systems, Inc. will hold a conference call to discuss
this press release on Thursday, October 25, 2001 at 10:30 a.m. CDT, 11:30 a.m.
EDT. Investors will have the opportunity to listen to a live broadcast of the
conference call over the Internet through the Company's web site at www.chs.net,
or www.streetevents.com. To listen to the live call, please go to the web site
at least fifteen minutes early to register, download, and install any necessary
audio software. For those who cannot listen to the live broadcast, a replay will
be available shortly after the call and continue through November 25, 2001.
CYH Announces Third Quarter 2001 Results
Page 3
October 24, 2001
STATEMENTS CONTAINED IN THIS NEWS RELEASE REGARDING EXPECTED OPERATING
RESULTS, ACQUISITION TRANSACTIONS AND OTHER EVENTS ARE FORWARD-LOOKING
STATEMENTS THAT INVOLVE RISK AND UNCERTAINTIES. ACTUAL FUTURE EVENTS OR RESULTS
MAY DIFFER MATERIALLY FROM THESE STATEMENTS. READERS ARE REFERRED TO THE
DOCUMENTS FILED BY COMMUNITY HEALTH SYSTEMS, INC. WITH THE SECURITIES AND
EXCHANGE COMMISSION, INCLUDING THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1
(REGISTRATION STATEMENT NO. 333-69064), FORM 10-K FOR THE YEAR ENDED DECEMBER
31, 2000 AND FORM 10-Q FOR THE QUARTERS ENDED MARCH 31, 2001 AND JUNE 30, 2001.
THESE FILINGS IDENTIFY IMPORTANT RISK FACTORS AND OTHER UNCERTAINTIES THAT COULD
CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE CONTAINED IN THE FORWARD LOOKING
STATEMENTS.
COMMUNITY HEALTH SYSTEMS, INC.
FINANCIAL HIGHLIGHTS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
--------------------------- ----------------------------
2001 2000 2001 2000
---------- ---------- ---------- -----------
Net operating revenues $ 416,569 $ 342,447 $1,216,123 $ 968,234
EBITDA $ 74,026 $ 62,769 $ 225,104 $ 182,625
Net income $ 10,041 $ 1,258 $ 30,540 $ 2,357
Net income per share - basic $ 0.12 $ 0.02 $ 0.36 $ 0.04
Net income per share - diluted $ 0.11 $ 0.02 $ 0.35 $ 0.04
Weighted average number of shares
outstanding:
Basic 85,945 75,121 85,810 62,741
Diluted 87,833 77,193 87,648 64,146
CYH Announces Third Quarter 2001 Results
Page 4
October 24, 2001
COMMUNITY HEALTH SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
Net operating revenues $ 416,569 $ 342,447 $1,216,123 $ 968,234
---------- ---------- ---------- ----------
Operating expenses:
Salaries and benefits 163,320 132,431 473,101 376,653
Provision for bad debts 38,384 31,192 112,343 87,786
Supplies 48,142 40,006 141,030 112,416
Other operating expenses 92,697 76,049 264,545 208,754
Depreciation and amortization 23,318 18,655 66,412 52,565
Amortization of goodwill 7,313 6,542 21,387 18,920
---------- ---------- ---------- ----------
Total expenses 373,174 304,875 1,078,818 857,094
---------- ---------- ---------- ----------
Income from operations 43,395 37,572 137,305 111,140
Interest expense, net 23,541 32,409 76,715 97,714
---------- ---------- ---------- ----------
Income before income taxes 19,854 5,163 60,590 13,426
Provision for income taxes 9,813 3,905 30,050 11,069
---------- ---------- ---------- ----------
Net income $ 10,041 $ 1,258 $ 30,540 $ 2,357
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Net income per share - basic $ 0.12 $ 0.02 $ 0.36 $ 0.04
========== ========== ========== ==========
Net income per share - diluted $ 0.11 $ 0.02 $ 0.35 $ 0.04
========== ========== ========== ==========
Weighted average number of shares outstanding:
Basic 85,945 75,121 85,810 62,741
========== ========== ========== ==========
Diluted 87,833 77,193 87,648 64,146
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CYH Announces Third Quarter 2001 Results
Page 5
October 24, 2001
COMMUNITY HEALTH SYSTEMS, INC.
SELECTED OPERATING DATA
(UNAUDITED)
($ IN THOUSANDS)
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
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CONSOLIDATED SAME HOSPITALS
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2001 2000 % CHANGE 2001 2000 % CHANGE
----------- ------------ ----------- ------------ ------------ ------------
Number of hospitals 54 50 50 50
Licensed beds 4,935 4,491 4,478 4,491
Beds in service 3,788 3,407 3,421 3,407
Admissions 40,772 36,576 11.5% 37,287 36,576 1.9%
Adjusted admissions 76,905 67,555 13.8% 70,529 67,555 4.4%
Patient days 152,720 136,371 12.0% 138,444 136,371 1.5%
Average length of stay (days) 3.7 3.7 3.7 3.7
Occupancy rate (beds in service) 44.4% 43.2% 43.9% 43.2%
Net operating revenues $ 416,569 $ 342,447 21.6% $ 378,298 $ 341,361 10.8%
Net inpatient revenue as a % of
total net operating revenue 50.9% 50.0% 50.5% 50.1%
Net outpatient revenue as a % of
total net operating revenue 47.9% 48.4% 48.5% 48.6%
EBITDA as a % of total net
operating revenue 17.8% 18.3% 18.4% 18.0%
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
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CONSOLIDATED SAME HOSPITALS
----------------------------------------- ---------------------------------------------
2001 2000* % CHANGE 2001 2000* % CHANGE
----------- ------------ ----------- ------------ ------------ ------------
Number of hospitals 54 50 50 50
Licensed beds 4,935 4,491 4,478 4,491
Beds in service 3,788 3,407 3,421 3,407
Admissions 123,331 104,890 17.6% 109,413 104,642 4.6%
Adjusted admissions 226,705 193,691 17.0% 201,599 193,204 4.3%
Patient days 468,714 403,431 16.2% 414,578 402,485 3.0%
Average length of stay (days) 3.8 3.8 3.8 3.8
Occupancy rate (beds in service) 47.0% 44.3% 46.2% 44.4%
Net operating revenues $1,216,123 $ 968,234 25.6% $1,067,203 $ 961,428 11.0%
Net inpatient revenue as a % of
total net operating revenue 51.0% 50.4% 50.5% 50.6%
Net outpatient revenue as a % of
total net operating revenue 47.8% 47.9% 48.5% 48.1%
EBITDA as a % of total net
operating revenue 18.5% 18.9% 19.0% 18.5%
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* 2000 includes one more business day in the nine months ended September 30,
2000 due to leap year.
CYH Announces Third Quarter 2001 Results
Page 6
October 24, 2001
COMMUNITY HEALTH SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
($ IN THOUSANDS)
SEPTEMBER 30, DECEMBER 31,
2001 2000
------------- ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 17,699 $ 13,740
Patient accounts receivable, net 334,538 309,826
Other current assets 75,593 85,011
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TOTAL CURRENT ASSETS 427,830 408,577
----------- -----------
Property and equipment 964,637 850,201
Less accumulated depreciation and amortization (186,693) (142,120)
----------- -----------
Property and equipment, net 777,944 708,081
----------- -----------
Goodwill, net 986,686 985,568
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Other assets, net 106,143 111,611
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TOTAL ASSETS $ 2,298,603 $ 2,213,837
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 42,182 $ 17,433
Accounts payable and accrued liabilities 238,333 223,440
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TOTAL CURRENT LIABILITIES 280,515 240,873
----------- -----------
Long-term debt 1,211,586 1,201,590
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Other long-term liabilities 12,882 15,200
----------- -----------
Stockholders' equity 793,620 756,174
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,298,603 $ 2,213,837
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