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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 23, 2003

Date of Report (date of earliest event reported)


COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of Registrant as specified in charter)


Delaware
(State or other jurisdiction of incorporation)
  001-15925
(Commission File Number)
  13-3893191
(I.R.S. Employer Identification No.)

155 Franklin Road, Suite 400
Brentwood, Tennessee 37027
(Address of principal executive offices)
Registrant's telephone number, including area code:
(615) 373-9600



ITEM 12.    Results of Operations And Financial Condition.

        The following information is being furnished pursuant to Item 12, "Results of Operations and Financial Condition." Consequently, it is not deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K. On October 23, 2003, Community Health Systems, Inc. (the "Company"), announced operating results for the quarter ended September 30, 2003. A copy of the related press release is attached as Exhibit 99.1 to this Form 8-K.

        The following table sets forth selected information concerning the projected consolidated operating results of the Company for the years ending December 31, 2003 and 2004. These projections are based on the Company's historical operating performance, current trends and other assumptions that the Company believes are reasonable at this time.

        The following is provided as guidance to analysts and investors:

 
  2004
Projection Range

  2003 Projection Range
  2002 Actual
Net operating revenue (in millions)   $3,275 to $3,325   $2,775 to $2,800   $2,200
Net income per share—diluted   $1.46 to $1.49 *   $1.27 *   $1.00 **
Same-Store annual admissions growth   1.0% to 3.0%   0.0% to 1.0%   4.4%
Weighted average diluted shares (in millions)   109 *   108 *    
Acquisitions of new hospitals   2–4        

*
The inclusion of the assumed conversion of convertible notes for purposes of fully diluted calculation is expected to cause a $0.04 actual decrease in the reported net income per share in 2004 and $0.01 actual decrease in 2003. Accordingly, for purposes of providing guidance, we have assumed the conversion of the convertible notes (after tax interest savings of $8.7 million and 8.6 million shares added to the number of weighted average diluted shares).

**
To conform to the requirements of SFAS No. 145, the extraordinary loss from early extinguishment of debt has been reclassified to operating income. Had income before extraordinary item per share been shown for 2002 as previously reported, income per share before extraordinary item diluted would have been $1.05.

        The following assumptions were used in developing the guidance provided above:

2



 
  2004
  2003
Equipment and renovations   $ 132 to $135   $ 102 to $104
Replacement hospitals   $ 14 to $15   $ 42 to $44
   
 
Projected total   $ 146 to $150   $ 144 to $148
   
 

        The projections set forth in this report constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Although the Company believes that these forward-looking statements are based on reasonable assumptions, these assumptions are inherently subject to significant economic and competitive uncertainties and contingencies, which are difficult or impossible to predict accurately and are beyond the control of the Company. Accordingly, the Company cannot give any assurance that its expectations will in fact occur and cautions that actual results may differ materially from those in the forward-looking statements. A number of factors could affect the future results of the Company or the healthcare industry generally and could cause the Company's expected results to differ materially from those expressed in this filing. These factors include, among other things:

3


        The consolidated operating results for the third quarter and nine months ended September 30, 2003, are not necessarily indicative of the results that may be experienced for any future quarter or for any future fiscal year, including this fiscal year.

        The Company cautions that the annual projections for 2003 and 2004 set forth herein are given as of the date hereof based on currently available information. The Company is not undertaking any obligations to update these projections as conditions change or other information becomes available.

4


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 23, 2003

 

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)

5


        Index to Exhibits Filed with the Current Report on Form 8-K Dated October 23, 2003

Exhibit Number

  Description

99.1

 

Press Release dated October 23, 2003

6




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Exhibit Number 99.1

         GRAPHIC


Investor Contact:

 

W. Larry Cash
Executive Vice President
and Chief Financial Officer
(615) 373-9600

 

 


COMMUNITY HEALTH SYSTEMS, INC. ANNOUNCES
THIRD QUARTER 2003 RESULTS


NET REVENUE UP 30.8%, ADJUSTED EBITDA UP 24.0%, NET INCOME UP 57.2%
AND NET INCOME PER SHARE (DILUTED) UP 47.6%

        BRENTWOOD, Tenn. (October 23, 2003)—Community Health Systems, Inc. (NYSE: CYH) today announced financial and operating results for the third quarter and nine months ended September 30, 2003.

        Net operating revenues for the third quarter ended September 30, 2003, totaled $723.0 million, a 30.8% increase compared with $552.8 million for the same period last year. Adjusted EBITDA for the third quarter of 2003 was $108.3 million, compared with $87.3 million for the same period last year, representing a 24.0% increase. Adjusted EBITDA is EBITDA adjusted to exclude loss from early extinguishment of debt and minority interest in earnings. Net income increased 57.2% to $31.7 million, or $0.31 per share (diluted), on 108.1 million weighted average shares outstanding for the quarter ended September 30, 2003, compared with $20.2 million, or $0.21 per share (diluted), on 108.5 million weighted average shares outstanding for the same period last year. Refer to page 3 for "Financial Highlights."

        The consolidated financial results for the third quarter ended September 30, 2003, reflect a 23.5% increase in total admissions, compared with the third quarter of 2002. On a same store basis, admissions increased 1.0% and net operating revenues increased 8.1% compared with the same period last year.

        Net operating revenues for the nine months ended September 30, 2003, totaled $2.0 billion, compared with $1.6 billion for the same period last year, a 26.1% increase. Adjusted EBITDA for the nine months ended September 30, 2003 was $317.6 million, compared with $267.2 million for the same period last year, an 18.8% increase. Net income increased 33.9% to $95.8 million, or $0.95 per share (diluted), on 108.0 million weighted average shares outstanding, for the nine months ended September 30, 2003, compared with $71.6 million, or $0.72 per share (diluted), on 108.4 million weighted average shares outstanding for the same period last year.

        The weighted average shares outstanding for all periods presented include the assumed conversion of the convertible notes.

        The consolidated financial results for the nine months ended September 30, 2003, reflect a 17.6% increase in total admissions, compared with the same period last year. On a same store basis, admissions decreased 0.1% and net operating revenues increased 8.2%, compared with the same period last year.

        "Our results for the third quarter of 2003 again demonstrate Community Health Systems' ability to deliver solid operating metrics and meet our financial objectives," commented Wayne T. Smith, chairman, president and chief executive officer of Community Health Systems, Inc. "We are particularly pleased with the improvement in our volume trends during the quarter and our continued revenue and



earnings growth. Our strong performance reflects consistent execution of our operating strategy as well as the incremental benefits of our acquisitions and capital investments in our facilities."

        The Company completed two acquisitions of not-for-profit hospitals during the third quarter of 2003; with the acquisition of Pottstown Memorial Medical Center (222 beds) in Pottstown, Pennsylvania, and Southside Regional Medical Center (408 beds) in Petersburg, Virginia. Each of these hospitals is the sole provider of general hospital services in its community. On October 1, 2003, the Company completed the acquisition of Laredo Medical Center (326 beds) in Laredo, Texas.

        "Community Health Systems has continued to set a high standard for success not only as a proven operator but also with our ability to selectively acquire hospitals," Smith continued. "Our proven track record in integrating and improving the performance of these acquired hospitals has extended our leadership position in the non-urban hospital industry. More importantly, we believe each of our hospitals is fulfilling its mission to deliver quality care to our communities. We believe our favorable reputation in the marketplace is attributed to our proven standardized and centralized operating platform, successful physician recruitment and dedicated hospital management teams. We are excited about the momentum we are building, and, above all, we are proud to be able to share our success in more communities and to deliver value to our shareholders."

        On October 6, 2003, the Company received notice from the Office of the Inspector General of the Department of Health and Human Services that the Company's obligations under the Corporate Compliance Agreement entered into in 2000 had been completed. The Company will continue to develop and enhance its voluntary compliance program.

        Located in the Nashville, Tennessee suburb of Brentwood, Community Health Systems is a leading operator of general acute care hospitals in non-urban communities throughout the country. Through its subsidiaries, the Company currently owns, leases or operates 73 hospitals in 22 states. Its hospitals offer a broad range of inpatient medical and surgical services, outpatient treatment and skilled nursing care. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol "CYH."

        Community Health Systems, Inc. will hold a conference call to discuss this press release on Friday, October 24, 2003 at 10:00 a.m. Central, 11:00 a.m. Eastern. Investors will have the opportunity to listen to a live Internet broadcast of the conference call by clicking on the Investor Relations link of the Company's web site at www.chs.net, or at www.fulldisclosure.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 24, 2003. A copy of the Company's Form 8-K (including this press release) and conference call slide show will also be available on the Company's website at www.chs.net.

        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, 2002 and Form 10-Qs for the quarters ended March 31, 2003 and June 30, 2003. These filings identify important risk factors and other uncertainties that could cause actual results to differ from those contained in the forward-looking statements.

2



COMMUNITY HEALTH SYSTEMS, INC.
Financial Highlights
(Unaudited)
(In thousands, except per share amounts)

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
 
  2003
  2002
  2003
  2002
 
Net operating revenues   $ 723,022   $ 552,841   $ 2,039,592   $ 1,616,942  
Adjusted EBITDA (a)   $ 108,293   $ 87,314   $ 317,600   $ 267,234  
Net income   $ 31,683   $ 20,156   $ 95,838   $ 71,573  
Net income per share—basic   $ 0.32   $ 0.21   $ 0.97   $ 0.73  
Weighted average number of shares outstanding—basic     98,410     98,534     98,438     98,350  
Net income per share—diluted   $ 0.31   $ 0.21 (b) $ 0.95   $ 0.72 (b)
Weighted average number of shares outstanding—diluted     108,123 (c)(d)   108,513 (c)   107,980 (c)(d)   108,371 (c)

(a)
EBITDA consists of income before interest, income taxes, and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted to exclude loss from early extinguishment of debt and minority interest earnings.    ADJUSTED EBITDA should not be considered a measure of financial performance under generally accepted accounting principles. Items excluded from ADJUSTED EBITDA are significant components in understanding and assessing financial performance. ADJUSTED EBITDA is an analytical indicator used by management and the health care industry to evaluate hospital performance, allocate resources and measure leverage and debt service capacity. ADJUSTED EBITDA should not be considered in isolation or as alternatives to net income, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Because ADJUSTED EBITDA is not a measurement determined in accordance with generally accepted accounting principles and is thus susceptible to varying calculations, ADJUSTED EBITDA as presented may not be comparable to other similarly titled measures of other companies.
 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
  2003
  2002
  2003
  2002
Net Income   $ 31,683   $ 20,156   $ 95,838   $ 71,573
Provision for income taxes     21,117     14,397     63,934     50,698
Interest expense, net     18,468     14,788     52,151     48,039
Loss from early extinguishment of debt         8,646         8,646
Depreciation and amortization     36,374     28,982     103,974     86,417
Minority interest in earnings     651     345     1,703     1,861
   
 
 
 
  Adjusted EBITDA   $ 108,293   $ 87,314   $ 317,600   $ 267,234
   
 
 
 

3


(b)
To conform to the requirements of SFAS No. 145, the extraordinary loss from early extinguishment of debt has been reclassified to operating income. Had income before extraordinary item per share been shown for 2002 as previously reported, income per share before extraordinary item (diluted) would have been $0.25 for the three months ended September 30, 2002, and $0.77 for the nine months ended September 30, 2002.

(c)
Adjusted to include assumed exercise of employee stock options and assumed conversion of convertible notes. Since the income per share impact of the conversion of the convertible notes is less than the basic income per share for both periods presented, the convertible notes are dilutive and accordingly, must be included in the fully diluted calculation (after tax interest savings of $2.2 million per quarter and 8.6 million shares added to the number of weighted average diluted shares.)

(d)
The 0.3% decrease in the weighted average number of shares (diluted) outstanding for the three and nine month periods ended September 30, 2003, compared to the same periods last year is due primarily to the weighted average number of shares repurchased under the Company's share repurchase program.

4



COMMUNITY HEALTH SYSTEMS, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
  2003
  2002
  2003
  2002
Net operating revenues   $ 723,022   $ 552,841   $ 2,039,592   $ 1,616,942
   
 
 
 
Operating expenses:                        
  Salaries and benefits     288,328     221,459     820,407     652,838
  Provision for bad debts     70,690     52,351     195,109     149,970
  Supplies     84,229     62,960     237,201     188,865
  Other operating expenses     171,482     128,757     469,275     358,035
  Depreciation and amortization     36,374     28,982     103,974     86,417
  Minority interests in earnings     651     345     1,703     1,861
   
 
 
 
    Total expenses     651,754     494,854     1,827,669     1,437,986
   
 
 
 
Income from operations     71,268     57,987     211,923     178,956
Interest expense, net     18,468     14,788     52,151     48,039
Loss from early extinguishment of debt         8,646         8,646
Income before income taxes     52,800     34,553     159,772     122,271
Provision for income taxes     21,117     14,397     63,934     50,698
   
 
 
 
Net income   $ 31,683   $ 20,156   $ 95,838   $ 71,573
   
 
 
 
Net income per share—basic   $ 0.32   $ 0.21   $ 0.97   $ 0.73
   
 
 
 
Net income per share—diluted   $ 0.31   $ 0.21   $ 0.95   $ 0.72
   
 
 
 
Weighted average number of shares outstanding:                        
  Basic     98,410     98,534     98,438     98,350
   
 
 
 
  Diluted     108,123     108,513     107,980     108,371
   
 
 
 
Net income per share calculation:                        
  Net income   $ 31,683   $ 20,156   $ 95,838   $ 71,573
  Add—Convertible notes interest, net of taxes     2,189     2,189     6,567     6,567
   
 
 
 
  Adjusted net income   $ 33,872   $ 22,345   $ 102,405   $ 78,140
   
 
 
 
Weighted average number of shares outstanding—basic     98,410     98,534     98,438     98,350
Add effect of dilutive securities:                        
  Unvested common shares     93     249     98     249
  Employee stock options     1,038     1,148     862     1,190
  Convertible notes     8,582     8,582     8,582     8,582
   
 
 
 
Weighted average number of shares outstanding—diluted     108,123     108,513     107,980     108,371
   
 
 
 
  Net income per share—diluted   $ 0.31   $ 0.21   $ 0.95   $ 0.72
   
 
 
 

5



COMMUNITY HEALTH SYSTEMS, INC.
Selected Operating Data
(Unaudited)
($ in thousands)

 
  For the Three Months Ended September 30,
 
 
  Consolidated
  Same-Store
 
 
  2003*
  2002**
  % Change
  2003
  2002**
  % Change
 
Number of hospitals     72     61         61     61      
Licensed beds     7,581     6,023         5,981     6,023      
Beds in service     5,887     4,753         4,791     4,753      
Admissions     64,264     52,032   23.5 %   52,551     52,032   1.0 %
Adjusted admissions     119,640     97,848   22.3 %   96,838     97,848   -1.0 %
Patient days     249,871     198,137   26.1 %   204,589     198,137   3.3 %
Average length of stay (days)     3.9     3.8         3.9     3.8      
Occupancy rate (average beds in service)     47.0 %   45.9 %       46.7 %   45.9 %    
Net operating revenues   $ 723,022   $ 552,841   30.8 % $ 597,351   $ 552,749   8.1 %
Net inpatient revenue as a % of                                  
  Total net operating revenues     50.2 %   52.2 %       50.8 %   52.5 %    
Net outpatient revenue as a % of                                  
  Total net operating revenues     48.6 %   46.6 %       48.0 %   46.3 %    
Adjusted EBITDA as a % of net                                  
operating revenues     15.0 %   15.8 %       16.0 %   15.8 %    
Net income as a % of net operating revenue     4.4 %   3.6 %                
 
  For the Nine Months Ended September 30,
 
 
  Consolidated
  Same-Store
 
 
  2003*
  2002**
  % Change
  2003
  2002**
  % Change
 
Number of hospitals     72     61         61     61      
Licensed beds     7,581     6,023         5,981     6,023      
Beds in service     5,887     4,753         4,791     4,753      
Admissions     183,891     156,318   17.6 %   156,159     156,318   -0.1 %
Adjusted admissions     337,603     289,070   16.8 %   285,111     289,070   -1.4 %
Patient days     716,858     604,671   18.6 %   611,755     604,671   1.2 %
Average length of stay (days)     3.9     3.9         3.9     3.9      
Occupancy rate (average beds in service)     47.6 %   48.8 %       48.2 %   48.8 %    
Net operating revenues   $ 2,039,592   $ 1,616,942   26.1 % $ 1,749,188   $ 1,616,659   8.2 %
Net inpatient revenue as a % of                                  
  Total net operating revenues     51.1 %   52.2 %       51.4 %   52.2 %    
Net outpatient revenue as a % of                                  
  Total net operating revenues     47.6 %   46.5 %       47.4 %   46.5 %    
Adjusted EBITDA as a % of net                                  
operating revenues     15.6 %   16.5 %       16.6 %   16.5 %    
Net income as a % of net operating revenue     4.7 %   4.4 %                

*
Does not include hospital acquired on October 1, 2003.

**
Does not include hospital acquired on September 30, 2002.

6



COMMUNITY HEALTH SYSTEMS, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
($ in thousands)

 
  September 30,
2003

  December 31,
2002

 
ASSETS              
Current assets:              
  Cash and cash equivalents   $ 62,642   $ 132,844  
  Patient accounts receivable, net     492,122     400,442  
  Other current assets     130,796     114,440  
   
 
 
    Total current assets     685,560     647,726  
   
 
 

Property and equipment

 

 

1,606,773

 

 

1,310,738

 
  Less accumulated depreciation and amortization     (355,974 )   (281,401 )
   
 
 
    Property and equipment, net     1,250,799     1,029,337  
   
 
 
Goodwill, net     1,154,481     1,029,975  
   
 
 
Other assets, net     96,885     102,458  
   
 
 
    Total assets   $ 3,187,725   $ 2,809,496  
   
 
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 
Current liabilities:              
  Current maturities of long-term debt   $ 17,443   $ 18,529  
  Accounts payable and accrued liabilities     377,393     299,901  
   
 
 
    Total current liabilities     394,836     318,430  
   
 
 

Long-term debt

 

 

1,371,097

 

 

1,173,929

 
   
 
 
Other long-term liabilities     114,781     102,832  
   
 
 
Stockholders' equity     1,307,011     1,214,305  
   
 
 
    Total liabilities and stockholders' equity   $ 3,187,725   $ 2,809,496  
   
 
 

7



COMMUNITY HEALTH SYSTEMS, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
($ in thousands)

 
  Nine Months ended
 
 
  September 30,
2003

  September 30,
2002

 
Cash flows from operating activities              
  Net Income   $ 95,838   $ 71,573  
  Adjustments to reconcile net income to net cash provided by operating activities              
Depreciation and amortization     103,974     86,417  
Minority interest in earnings     1,703     1,861  
Other non-cash expenses, net     142     3,388  
Net changes in operating assets and liabilities, net of effects of acquisition     (3,301 )   33,617  
   
 
 
    Net cash provided by operating activities     198,356     196,856  
   
 
 

Cash flows from investing activities

 

 

 

 

 

 

 
  Acquisitions of facilities     (320,233 )   (127,693 )
  Purchases of property and equipment     (99,873 )   (81,152 )
  Increase in other assets     (21,210 )   (23,399 )
   
 
 
    Net cash used in investing activities     (441,316 )   (232,244 )
   
 
 

Cash flows from financing activities

 

 

 

 

 

 

 
  Proceeds from issuance of common stock, net of expenses         3  
  Proceeds from exercise of stock options     1,479     2,364  
  Stock buy-back     (14,060 )    
  Proceeds from minority investments         1,770  
  Redemption of minority investments     (336 )   (708 )
  Distribution to minority investors     (1,836 )   (863 )
  Borrowing under Credit Agreement     280,000     905,900  
  Repayments of long-term indebtedness     (92,489 )   (763,934 )
   
 
 
    Net cash provided by financing activities     172,758     144,532  
   
 
 

Net change in cash and cash equivalents

 

 

(70,202

)

 

109,144

 

Cash and cash equivalents at beginning of period

 

 

132,844

 

 

8,386

 
   
 
 
Cash and cash equivalents at end of period   $ 62,642   $ 117,530  
   
 
 

8




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COMMUNITY HEALTH SYSTEMS, INC. ANNOUNCES THIRD QUARTER 2003 RESULTS
COMMUNITY HEALTH SYSTEMS, INC. Financial Highlights (Unaudited) (In thousands, except per share amounts)
COMMUNITY HEALTH SYSTEMS, INC. Condensed Consolidated Statements of Operations (Unaudited) (In thousands, except per share amounts)
COMMUNITY HEALTH SYSTEMS, INC. Selected Operating Data (Unaudited) ($ in thousands)
COMMUNITY HEALTH SYSTEMS, INC. Condensed Consolidated Balance Sheets (Unaudited) ($ in thousands)
COMMUNITY HEALTH SYSTEMS, INC. Condensed Consolidated Statements of Cash Flows (Unaudited) ($ in thousands)