COMMUNITY HEALTH SYSTEMS, INC. 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended September 30, 2005
Commission
file number 001-15925
COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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13-3893191 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification Number) |
155 Franklin Road, Suite 400
Brentwood, Tennessee
(Address of principal executive offices)
37027
(Zip Code)
615-373-9600
(Registrants telephone number)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes þ Noo
Indicate by check mark whether the Registrant is an accelerated filer (as defined in
Rule 12b-2 of the Exchange Act) Yes þ No o
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes o No þ
As of October 21, 2005, there were outstanding 88,526,516 shares of the
Registrants Common Stock, $.01 par value.
Community Health Systems, Inc.
Form 10-Q
For the Three and Nine Months Ended September 30, 2005
1
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands,
except share data)
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September 30, |
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December 31, |
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2005 |
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2004 |
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(Unaudited) |
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ASSETS |
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Current assets |
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|
|
|
|
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|
Cash and cash equivalents |
|
$ |
184,280 |
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|
$ |
82,498 |
|
Patient accounts receivable, net of allowance for doubtful accounts of $332,286 and
$286,094 at September 30, 2005 and December 31, 2004, respectively |
|
|
629,862 |
|
|
|
597,261 |
|
Supplies |
|
|
90,214 |
|
|
|
88,267 |
|
Prepaid expenses and taxes |
|
|
36,532 |
|
|
|
30,483 |
|
Other current assets |
|
|
19,903 |
|
|
|
16,940 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
960,791 |
|
|
|
815,449 |
|
|
|
|
|
|
|
|
Property and equipment |
|
|
1,984,274 |
|
|
|
1,924,843 |
|
Less accumulated depreciation and amortization |
|
|
(484,584 |
) |
|
|
(440,295 |
) |
|
|
|
|
|
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|
Property and equipment, net |
|
|
1,499,690 |
|
|
|
1,484,548 |
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|
|
|
|
|
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|
Goodwill |
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|
1,236,623 |
|
|
|
1,213,783 |
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|
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|
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Other assets, net |
|
|
146,979 |
|
|
|
118,828 |
|
|
|
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|
|
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|
Total assets |
|
$ |
3,844,083 |
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|
$ |
3,632,608 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities |
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Current maturities of long-term debt |
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$ |
22,790 |
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|
$ |
26,867 |
|
Accounts payable |
|
|
154,725 |
|
|
|
162,638 |
|
Current income taxes payable |
|
|
21,983 |
|
|
|
2,807 |
|
Deferred income taxes |
|
|
1,301 |
|
|
|
1,301 |
|
Accrued interest |
|
|
16,158 |
|
|
|
7,693 |
|
Accrued liabilities |
|
|
223,377 |
|
|
|
161,053 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
440,334 |
|
|
|
362,359 |
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|
|
|
|
|
|
|
Long-term debt |
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|
1,787,293 |
|
|
|
1,804,868 |
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|
|
|
|
|
|
|
Deferred income taxes |
|
|
142,260 |
|
|
|
142,260 |
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|
|
|
|
|
|
|
Other long-term liabilities |
|
|
123,357 |
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|
83,130 |
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Stockholders equity |
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Preferred stock, $.01 par value per share, 100,000,000 shares authorized,
none issued |
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|
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|
Common stock, $.01 par value per share, 300,000,000 shares authorized;
89,489,495 shares issued and 88,513,946 shares outstanding
at September 30, 2005 and 88,591,733 shares issued and 87,616,184 shares
outstanding at December 31, 2004 |
|
|
895 |
|
|
|
886 |
|
Additional paid-in capital |
|
|
1,046,198 |
|
|
|
1,047,888 |
|
Treasury stock, at cost, 975,549 shares at September 30, 2005 and
December 31, 2004 |
|
|
(6,678 |
) |
|
|
(6,678 |
) |
Unearned stock compensation |
|
|
(14,691 |
) |
|
|
|
|
Accumulated other comprehensive income |
|
|
13,864 |
|
|
|
6,046 |
|
Retained earnings |
|
|
311,251 |
|
|
|
191,849 |
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|
|
|
|
|
|
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Total stockholders equity |
|
|
1,350,839 |
|
|
|
1,239,991 |
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|
|
|
|
|
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Total liabilities and stockholders equity |
|
$ |
3,844,083 |
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|
$ |
3,632,608 |
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|
|
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|
|
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|
See accompanying notes.
2
COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands,
except share and per share data)
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2005 |
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|
2004 |
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2005 |
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|
2004 |
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Net operating revenues |
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$ |
929,269 |
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|
$ |
811,815 |
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$ |
2,756,250 |
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$ |
2,362,882 |
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Operating costs and expenses: |
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|
|
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|
|
|
|
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|
|
|
|
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|
Salaries and benefits |
|
|
371,881 |
|
|
|
324,443 |
|
|
|
1,097,211 |
|
|
|
945,372 |
|
Provision for bad debts |
|
|
92,980 |
|
|
|
83,520 |
|
|
|
277,613 |
|
|
|
239,737 |
|
Supplies |
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|
110,481 |
|
|
|
100,135 |
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|
|
333,566 |
|
|
|
286,776 |
|
Other operating expenses |
|
|
194,102 |
|
|
|
163,315 |
|
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|
561,612 |
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|
470,535 |
|
Rent |
|
|
22,328 |
|
|
|
19,849 |
|
|
|
64,817 |
|
|
|
56,911 |
|
Depreciation and amortization |
|
|
40,490 |
|
|
|
37,373 |
|
|
|
120,770 |
|
|
|
109,419 |
|
Minority interest in earnings |
|
|
715 |
|
|
|
341 |
|
|
|
2,719 |
|
|
|
1,695 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
Total operating costs and expenses |
|
|
832,977 |
|
|
|
728,976 |
|
|
|
2,458,308 |
|
|
|
2,110,445 |
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Income from operations |
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|
96,292 |
|
|
|
82,839 |
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|
|
297,942 |
|
|
|
252,437 |
|
Interest expense, net |
|
|
24,170 |
|
|
|
18,509 |
|
|
|
69,963 |
|
|
|
54,319 |
|
Loss from early extinguishment of debt |
|
|
|
|
|
|
788 |
|
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|
|
|
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|
788 |
|
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|
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|
|
|
|
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|
Income
from continuing operations before income taxes |
|
|
72,122 |
|
|
|
63,542 |
|
|
|
227,979 |
|
|
|
197,330 |
|
Provision for income taxes |
|
|
28,056 |
|
|
|
24,669 |
|
|
|
88,684 |
|
|
|
77,454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
44,066 |
|
|
|
38,873 |
|
|
|
139,295 |
|
|
|
119,876 |
|
|
|
|
|
|
|
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|
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|
Discontinued operations, net of taxes: |
|
|
|
|
|
|
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|
|
|
|
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|
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|
Loss from operations of hospitals sold and held for sale |
|
|
(1,180 |
) |
|
|
(3,189 |
) |
|
|
(7,804 |
) |
|
|
(5,027 |
) |
Loss on sale of hospitals |
|
|
|
|
|
|
(3,645 |
) |
|
|
(7,618 |
) |
|
|
(3,645 |
) |
Impairment of long-lived assets of hospital held for sale |
|
|
|
|
|
|
|
|
|
|
(4,471 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on discontinued operations |
|
|
(1,180 |
) |
|
|
(6,834 |
) |
|
|
(19,893 |
) |
|
|
(8,672 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
42,886 |
|
|
$ |
32,039 |
|
|
$ |
119,402 |
|
|
$ |
111,204 |
|
|
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|
Income from continuing operations per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Basic |
|
$ |
0.50 |
|
|
$ |
0.40 |
|
|
$ |
1.57 |
|
|
$ |
1.22 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
Diluted |
|
$ |
0.47 |
|
|
$ |
0.38 |
|
|
$ |
1.48 |
|
|
$ |
1.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.49 |
|
|
$ |
0.33 |
|
|
$ |
1.35 |
|
|
$ |
1.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.46 |
|
|
$ |
0.32 |
|
|
$ |
1.28 |
|
|
$ |
1.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
88,325,411 |
|
|
|
97,794,824 |
|
|
|
88,462,996 |
|
|
|
98,429,963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
98,528,968 |
|
|
|
107,869,639 |
|
|
|
98,644,136 |
|
|
|
108,666,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
3
COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
|
2005 |
|
|
2004 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
119,402 |
|
|
$ |
111,204 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
122,370 |
|
|
|
116,776 |
|
Minority interest in earnings |
|
|
2,719 |
|
|
|
1,088 |
|
Stock compensation expense |
|
|
3,469 |
|
|
|
2 |
|
Loss on early extinguishment of debt |
|
|
|
|
|
|
788 |
|
Impairment of hospital held for sale |
|
|
6,718 |
|
|
|
2,539 |
|
Loss on sale of hospitals |
|
|
6,295 |
|
|
|
2,186 |
|
Other non-cash expenses, net |
|
|
(183 |
) |
|
|
932 |
|
Changes in operating assets and liabilities, net of
effects of acquisitions and divestitures: |
|
|
|
|
|
|
|
|
Patient accounts receivable |
|
|
(32,384 |
) |
|
|
(11,713 |
) |
Supplies, prepaid expenses and other current assets |
|
|
(11,311 |
) |
|
|
(17,778 |
) |
Accounts payable, accrued liabilities and income taxes |
|
|
95,266 |
|
|
|
35,847 |
|
Other |
|
|
23,402 |
|
|
|
21,303 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
335,763 |
|
|
|
263,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Acquisitions of facilities and other related equipment |
|
|
(60,953 |
) |
|
|
(131,815 |
) |
Purchases of property and equipment |
|
|
(132,929 |
) |
|
|
(125,202 |
) |
Sale of hospitals |
|
|
51,998 |
|
|
|
7,850 |
|
Proceeds from sale of equipment |
|
|
2,258 |
|
|
|
1,064 |
|
Increase in other assets |
|
|
(29,840 |
) |
|
|
(23,576 |
) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(169,466 |
) |
|
|
(271,679 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Proceeds from exercise of stock options |
|
|
40,146 |
|
|
|
4,071 |
|
Stock repurchases |
|
|
(79,853 |
) |
|
|
(290,481 |
) |
Deferred financing costs |
|
|
(1,122 |
) |
|
|
(4,669 |
) |
Proceeds from minority investments in joint ventures |
|
|
1,383 |
|
|
|
|
|
Redemption of minority investments in joint ventures |
|
|
(317 |
) |
|
|
(2,218 |
) |
Distributions to minority investors in joint ventures |
|
|
(1,487 |
) |
|
|
(998 |
) |
Borrowings under credit agreement |
|
|
|
|
|
|
1,632,911 |
|
Repayments of long-term indebtedness |
|
|
(23,265 |
) |
|
|
(1,326,490 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
(64,515 |
) |
|
|
12,126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
101,782 |
|
|
|
3,621 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
|
82,498 |
|
|
|
16,331 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
184,280 |
|
|
$ |
19,952 |
|
|
|
|
|
|
|
|
See accompanying notes.
4
COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements of the Company as of and for the three
and nine month periods ended September 30, 2005 and September 30, 2004, have been prepared in
accordance with accounting principles generally accepted in the United States of America. In the
opinion of management, such information contains all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the results for such periods. All
intercompany transactions and balances have been eliminated. The results of operations for the
three and nine months ended September 30, 2005 are not necessarily indicative of the results to be
expected for the full fiscal year ending December 31, 2005. Certain information and disclosures
normally included in the notes to consolidated financial statements have been condensed or omitted
as permitted by the rules and regulations of the Securities and Exchange Commission (SEC),
although the Company believes the disclosure is adequate to make the information presented not
misleading. The accompanying unaudited condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements and notes thereto for the year ended
December 31, 2004 contained in the Companys Annual Report on Form 10-K. Certain prior-period
balances in the accompanying condensed consolidated financial statements have been reclassified to
conform to the current periods presentation of financial information. These reclassifications are
primarily for discontinued operations as described in Note 5.
2. ACCOUNTING FOR STOCK-BASED COMPENSATION
Community Health Systems, Inc. and its subsidiaries (the Company) account for stock-based
compensation using the intrinsic value method prescribed in Accounting Principles Board (APB)
Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations.
Compensation cost is measured as the excess of the fair value of the Companys stock at the date of
grant over the amount an employee must pay to acquire the stock. Stock options issued by the
Company have an exercise price equal to the closing market price on the date of grant.
Accordingly, no compensation expense has been recognized for stock options in the Companys
condensed consolidated statements of income. Statement of Financial Accounting Standards (SFAS)
No. 123, Accounting for Stock-Based Compensation, established accounting and disclosure
requirements using a fair value based method of accounting for stock-based employee compensation
plans; however, it allows an entity to continue to measure compensation for those plans using the
intrinsic value method of accounting prescribed by APB Opinion No. 25. The Company has elected to
continue to measure compensation under the intrinsic value method of accounting discussed above,
and has adopted the pro-forma disclosure requirements of SFAS No. 123 and SFAS No. 148, Accounting
for Stock-Based Compensation Transition and Disclosures an amendment of FASB Statement No. 123.
On September 22, 2005 the Compensation Committee of the Board of Directors of Community Health
Systems, Inc. approved an immediate acceleration of the vesting of unvested stock options awarded
to employees and officers, including executive officers, on each of three grant dates, December 10,
2002, February 25, 2003, and May 22, 2003. Each of the grants accelerated had a three-year vesting
period and would have otherwise become fully vested on their respective anniversary dates no later
than May 22, 2006. All other terms and conditions applicable to the outstanding stock option grants
remain in effect. A total of 1,235,885 stock options, with a weighted exercise price of $20.26 per
share, were accelerated.
The accelerated options were issued under the Community Health Systems, Inc. Amended and Restated
2000 Stock Option and Award Plan (the Plan). No performance shares or units or incentive stock
options have been granted under the Plan. Options granted to non-employee directors of the Company
and restricted shares were not affected by this action. The Compensation Committees decision to
accelerate the vesting of the affected options was based primarily on the relatively short period
of time until such stock options otherwise become fully vested making them no longer a significant
motivator for retention and the fact that up to approximately $3.8 million of compensation expense
($2.3 million, net of tax) associated with certain of these stock options that the Company
anticipated it would otherwise recognize in the first two quarters of 2006 pursuant to Statement of
Financial Accounting Standards (SFAS) No. 123 (revised 2004) Share-Based Payment will be
avoided.
Since the Company currently accounts for its stock options using the intrinsic value method of
accounting prescribed in APB No. 25, the vesting acceleration did not result in the recognition of
compensation expense in net income for the three and nine months ended September 30, 2005. In
accordance with the disclosure requirements of SFAS No. 148 Accounting for Stock-Based
Compensation Transition and Disclosure an Amendment of FASB Statement No. 123, the pro-forma
results presented in the table below include approximately $5.9 million ($3.6 million, net of tax)
of compensation expense for the three and nine months ended September 30, 2005, respectively,
resulting from the vesting acceleration.
5
COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2. ACCOUNTING FOR STOCK-BASED COMPENSATION (CONTINUED)
Had the fair value based method under SFAS No. 123 been used to value stock options granted and
compensation expense recognized on a straight line basis over the vesting period of the grant, the
Companys net income and net income per share would have been reduced to the pro forma amounts
indicated below (in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Net income: |
|
$ |
42,886 |
|
|
$ |
32,039 |
|
|
$ |
119,402 |
|
|
$ |
111,204 |
|
|
Deduct: Total stock-based
compensation expense
determined under fair value
based method for all awards,
net of related tax effects |
|
|
5,799 |
|
|
|
1,724 |
|
|
|
9,739 |
|
|
|
5,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro-forma net income |
|
$ |
37,087 |
|
|
$ |
30,315 |
|
|
$ |
109,663 |
|
|
$ |
106,031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic as reported |
|
$ |
0.49 |
|
|
$ |
0.33 |
|
|
$ |
1.35 |
|
|
$ |
1.13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic pro-forma |
|
$ |
0.42 |
|
|
$ |
0.31 |
|
|
$ |
1.24 |
|
|
$ |
1.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted as reported |
|
$ |
0.46 |
|
|
$ |
0.32 |
|
|
$ |
1.28 |
|
|
$ |
1.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted pro-forma |
|
$ |
0.40 |
|
|
$ |
0.30 |
|
|
$ |
1.18 |
|
|
$ |
1.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On February 28, 2005, the Company awarded 561,000 shares of restricted stock to various employees
and its directors. The restrictions on these shares will lapse in one-third increments on each of
the first three anniversaries of the award date; provided however, the restrictions will lapse
earlier in the event of death, disability, retirement of the holder of the restricted stock or a
change in control of the Company. As a result, the fair value of the restricted stock was
determined on the grant date and the corresponding compensation expense was deferred as a component
of stockholders equity and is being expensed to salaries and benefits over the vesting period of
the award. The restricted stock was valued at $32.37 per share, which was the closing market price
of the Companys common stock on the grant date.
Under the Directors Fee Deferral Plan, the Companys outside directors may elect to receive share
equivalent units in lieu of cash for their directors fee. These units are held in the plan until
the director electing to receive the share equivalent units retires or otherwise terminates his/her
directorship with the Company. Share equivalent units are converted to shares of common stock of
the Company at time of distribution. For the three and nine months ended September 30, 2005,
directors elected to defer $44,750 and $94,500, respectively pursuant to the plan. Fees deferred
during the three months ended September 30, 2005 were converted into 1,153 units in the plan at a
price of $38.81, which equaled the closing market price of the Companys common stock on September
30, 2005.
6
COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3. COST OF REVENUE
The majority of the Companys operating costs and expenses are cost of revenue items. Operating
costs that could be classified as general and administrative by the Company would include the
Companys corporate office costs, which were $17.6 million and $12.1 million for the three month
periods ended September 30, 2005 and 2004, respectively, and $51.5 million and $36.4 million for
the nine month periods ended September 30, 2005 and 2004, respectively.
4. USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires management of the Company to make estimates and
assumptions that affect the amounts reported in the consolidated financial statements. Actual
results could differ from the estimates.
5. ACQUISITIONS AND DIVESTITURES
Effective January 31, 2005, the Companys lease of Scott County Hospital, a 99 bed facility located
in Oneida, Tennessee, expired pursuant to its terms.
On March 1, 2005, the Company completed the acquisition of an 85% controlling interest in Chestnut
Hill Hospital, a 222 bed hospital located in Philadelphia, Pennsylvania. The aggregate
consideration for the hospital totaled approximately $30.2 million, of which $17.0 million was paid
in cash and $13.2 million was assumed in liabilities.
Effective March 31, 2005, the Company sold The Kings Daughters Hospital, a 137 bed facility
located in Greenville, Mississippi, to Delta Regional Medical Center, also located in Greenville,
Mississippi. In a separate transaction, also effective March 31, 2005, the Company sold Troy
Regional Medical Center, a 97 bed facility located in Troy, Alabama, Lakeview Community Hospital, a
74 bed facility located in Eufaula, Alabama and Northeast Medical Center, a 75 bed facility located
in Bonham, Texas to Attentus Healthcare Company of Brentwood, Tennessee. The aggregate sales price
for these four hospitals was approximately $51.9 million and was received in cash.
On June 30, 2005, the Company completed the acquisition, through a capital lease transaction, of
Bedford County Medical Center, a 104 bed hospital located in Shelbyville, Tennessee. The aggregate
consideration for this hospital totaled approximately $20.5 million, of which $18.2 million was
paid in cash and $2.3 million was assumed in liabilities. Pursuant to this agreement we are
required to build a replacement hospital by June 30, 2009.
On September 30, 2005, the Company completed the acquisition of the assets of Newport Hospital and
Clinic located in Newport, Arkansas. This facility, which was previously operated as an 83 bed
acute care general hospital, was closed by its former owner simultaneous with this transaction.
The operations of this hospital will be consolidated with Harris Hospital, also located in Newport,
which is owned and operated by a wholly-owned subsidiary of the Company. The aggregate
consideration for this hospital totaled approximately $11.0 million in cash.
In addition, as part of the Companys ongoing strategic review, the Company decided during the
second quarter of 2005 to market one of its Texas hospitals for sale. The Company anticipates this
sale will be completed by June 30, 2006, which is within twelve months of the date this hospital
was designated as held-for-sale.
In connection with the above transactions and in accordance with SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets, the Company has classified the results of operations
of Randolph County Medical Center, Sabine Medical Center, Scott County Hospital, The Kings
Daughters Hospital, Troy Regional Medical Center, Lakeview Community Hospital and Northeast Medical
Center as discontinued operations in the accompanying condensed consolidated statements of income.
The results of operations of the hospital being marketed for sale have also been classified as
discontinued operations in the accompanying condensed consolidated statements of income and the
related assets have been classified as held for sale and included in other assets net in the
accompanying condensed consolidated balance sheet beginning June 30, 2005.
The condensed consolidated statements of income for each prior period presented have also been
restated to reflect the classification of these eight hospitals as discontinued operations.
7
COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5. ACQUISITIONS AND DIVESTITURES (CONTINUED)
Net operating revenues and loss from discontinued operations reported for the eight hospitals in
discontinued operations for the three and nine month periods ended September 30, 2005 and 2004 are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
|
(in thousands) |
|
|
(in thousands) |
|
Net operating revenues |
|
$ |
5,427 |
|
|
$ |
36,947 |
|
|
$ |
44,939 |
|
|
$ |
121,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations before income taxes |
|
$ |
(1,815 |
) |
|
$ |
(4,885 |
) |
|
$ |
(11,984 |
) |
|
$ |
(7,605 |
) |
Loss on sale of hospitals |
|
|
|
|
|
|
(4,725 |
) |
|
|
(6,295 |
) |
|
|
(4,725 |
) |
Impairment of long-lived assets of
hospital held for sale |
|
|
|
|
|
|
|
|
|
|
(6,718 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations, before taxes |
|
|
(1,815 |
) |
|
|
(9,610 |
) |
|
|
(24,997 |
) |
|
|
(12,330 |
) |
Income tax benefit |
|
|
635 |
|
|
|
2,776 |
|
|
|
5,104 |
|
|
|
3,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations, net of tax |
|
$ |
(1,180 |
) |
|
$ |
(6,834 |
) |
|
$ |
(19,893 |
) |
|
$ |
(8,672 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The computation of the loss from discontinued operations, before taxes, for the nine months ended
September 30, 2005 includes $51.5 million of tangible assets and $17.1 million of goodwill at the
four hospitals sold during the three months ended March 31, 2005 and one hospital designated as
held for sale in the second quarter 2005.
Assets and liabilities of the hospitals classified as discontinued operations included in the
accompanying condensed consolidated balance sheets as of September 30, 2005 and December 31, 2004
are as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
|
|
2005 |
|
|
2004 |
|
|
|
(in thousands) |
|
Current assets |
|
$ |
8,118 |
|
|
$ |
32,960 |
|
Property and equipment |
|
|
|
|
|
|
51,136 |
|
Other assets |
|
|
3,000 |
|
|
|
3,915 |
|
Current liabilities |
|
|
(6,928 |
) |
|
|
(9,553 |
) |
|
|
|
|
|
|
|
Net assets |
|
$ |
4,190 |
|
|
$ |
78,458 |
|
|
|
|
|
|
|
|
6. RECENT ACCOUNTING PRONOUNCEMENT
In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS No.
123R), which replaces SFAS No. 123 and supercedes APB Opinion No. 25. SFAS No. 123R requires all
share-based payments to employees, including grants of employee stock options, to be recognized in
the financial statements based on their fair values, beginning with the first interim or annual
period after June 15, 2005, with early adoption encouraged. On April 14, 2005, the SEC delayed
adoption of SFAS No. 123R for certain registrants, including the Company, to the first annual
period beginning after July 1, 2005 (i.e. January 1, 2006). In addition, SFAS No. 123R will cause
compensation expense previously not recognized in the financial statements (based on the amounts in
the Companys pro forma footnote disclosure) related to options vesting after the date of initial
adoption to be recognized as a charge to results of operations over the remaining vesting period.
Under SFAS 123R, the Company must determine the appropriate fair value model to be used at the date
of adoption. The transition alternatives include a modified prospective and retroactive methods.
Under the retroactive method, all prior periods presented would be restated. The modified
prospective method requires that compensation expense be recorded for all unvested stock options
and share awards that subsequently vest or are modified after the beginning of the first period
restated. The Company will adopt SFAS No. 123R using the modified prospective application
transition method. Compensation expense related to all currently outstanding equity based awards
will be approximately $11.2 million in 2006, $10.5 in 2007 and $1.8 million in 2008. Additional
compensation expense
8
COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6. RECENT ACCOUNTING PRONOUNCEMENT (CONTINUED)
for awards made after the adoption of SFAS No. 123R will vary depending on many factors including
the number of awards granted, the market value of the Companys stock on the date of grant, the
number of awards that actually vest and other variables used in determining the fair value of those
options on the date of grant. SFAS No. 123R also requires that the tax benefits of tax deductions
in excess of recognized compensation cost be reported as financing cash flows rather than as
operating cash flows. The requirement could reduce net operating cash flows and increase net
financing cash flows in periods after adoption. The Company cannot estimate what the future cash
flow impact will be because it depends on, among other things, when employees exercise stock
options.
On March 29, 2005, the SEC issued Staff Accounting Bulletin No. 107 Share-Based Payment (SAB
107). Although not altering any conclusions reached in SFAS No. 123R, SAB 107 provides the views
of the SEC Staff regarding the interaction between SFAS No. 123R and certain SEC rules and
regulations and, among other things, provides the Staffs views regarding the valuation of
share-based payment arrangements for public companies. The Company intends to follow the
interpretive guidance on share-based payments set forth in SAB 107 during the Companys adoption of
SFAS No. 123R.
7. GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in the carrying amount of goodwill for the nine months ended September 30, 2005, are as
follows (in thousands):
|
|
|
|
|
Balance as of December 31, 2004 |
|
$ |
1,213,783 |
|
Goodwill acquired as part of acquisitions during 2005 |
|
|
28,880 |
|
Consideration adjustments and finalization of purchase price
allocations for acquisitions completed prior to 2005 |
|
|
11,053 |
|
Goodwill written off as part of sale of hospitals during 2005 |
|
|
(17,093 |
) |
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2005 |
|
$ |
1,236,623 |
|
|
|
|
|
The Company completed its most recent annual goodwill impairment test as required by SFAS No. 142,
Goodwill and Other Intangible Assets, using a measurement date of September 30, 2004. Based on
the results of the impairment test, the Company was not required to recognize an impairment of
goodwill in 2004. The annual test for 2005 will be completed during the Companys fourth quarter.
The gross carrying amount of the Companys other intangible assets was $11.7 million at September
30, 2005 and $9.8 million at December 31, 2004, and the net carrying amount was $7.7 million at
September 30, 2005 and $6.7 million at December 31, 2004. Other intangible assets are included in
other assets, net on the Companys condensed consolidated balance sheets.
The weighted average amortization period for the intangible assets subject to amortization is
approximately seven years. There are no expected residual values related to these intangible
assets. Amortization expense on intangible assets during each of the three months ended September
30, 2005 and September 30, 2004 was $0.3 million, respectively, and during each of the nine months
ended September 30, 2005 and September 30, 2004 was $0.9 million, respectively. Amortization
expense on intangible assets is estimated to be $0.4 million for the remainder of 2005, $1.2
million in 2006, $1.0 million in 2007, $0.9 million in 2008, $0.8 million in 2009, and $0.8 million
in 2010.
9
COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
8. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted income from continuing
operations per share (in thousands, except share and per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
44,066 |
|
|
$ |
38,873 |
|
|
$ |
139,295 |
|
|
$ |
119,876 |
|
Interest, net of taxes on 4.25% convertible notes |
|
|
2,189 |
|
|
|
2,189 |
|
|
|
6,567 |
|
|
|
6,567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted income from continuing operations |
|
$ |
46,255 |
|
|
$ |
41,062 |
|
|
$ |
145,862 |
|
|
$ |
126,443 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of shares
outstandingbasic |
|
|
88,325,411 |
|
|
|
97,794,824 |
|
|
|
88,462,996 |
|
|
|
98,429,963 |
|
Unvested common shares |
|
|
|
|
|
|
23,337 |
|
|
|
|
|
|
|
23,500 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based awards |
|
|
1,621,481 |
|
|
|
1,469,402 |
|
|
|
1,599,064 |
|
|
|
1,630,933 |
|
Convertible notes |
|
|
8,582,076 |
|
|
|
8,582,076 |
|
|
|
8,582,076 |
|
|
|
8,582,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of
sharesdiluted |
|
|
98,528,968 |
|
|
|
107,869,639 |
|
|
|
98,644,136 |
|
|
|
108,666,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income from continuing operations per share |
|
$ |
0.50 |
|
|
$ |
0.40 |
|
|
$ |
1.57 |
|
|
$ |
1.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income from continuing operations
per share |
|
$ |
0.47 |
|
|
$ |
0.38 |
|
|
$ |
1.48 |
|
|
$ |
1.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There were 386,933 stock options at September 30, 2004, not included in the computation of earnings
per share because their effect was antidilutive. At September 30, 2005 there were no antidilutive
stock options.
Since the net income per share including the impact of the conversion of the convertible notes is
less than the basic net income per share for each of the three and nine months ended September 30,
2005 and September 30, 2004, the convertible notes are dilutive and accordingly must be included in
the fully diluted calculation.
9. STOCKHOLDERS EQUITY
On January 23, 2003, the Company announced an open market share repurchase program for a maximum of
five million shares of its common stock. The repurchase program commenced immediately and will
conclude at the earlier of three years or when the maximum number of shares have been repurchased.
Through September 30, 2005, the Company had repurchased 3,029,700 shares at a weighted average
price of $31.20 per share. The maximum number of shares that may still be purchased under the open
market share repurchase program is 1,970,300. The remaining maximum dollar amount of shares that
is permitted to be purchased under the Companys existing indebtedness is $120.2 million.
On September 21, 2004, the Company entered into an underwriting agreement (the Underwriting
Agreement) among the Company, CHS/Community Health Systems, Inc., Citigroup Global Markets Inc.
(the Underwriter), Forstmann Little & Co. Equity Partnership-V, L.P. and Forstmann Little & Co.
Subordinated Debt and Equity Management Buyout Partnership- VI, L.P. (collectively, the Selling
Stockholders). Pursuant to the Underwriting Agreement, the Underwriter purchased 23,134,738
shares of common stock from the Selling Stockholders for $24.21 per share. The Company did not
receive any proceeds from any sale of shares by the Selling Stockholders. On September 27, 2004,
the Company purchased from the Underwriter 12,000,000 of these shares for $24.21 per share. The
Company retired these shares upon repurchase. Accordingly, these 12,000,000 shares are treated as
authorized and unissued shares.
10
COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
10. COMPREHENSIVE INCOME
The following table presents the components of comprehensive income, net of related taxes. The net
change in fair value of interest rate swap agreements is a function of the spread between the fixed
interest rate of the swap and the underlying variable interest rate (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Net income |
|
$ |
42,886 |
|
|
$ |
32,039 |
|
|
$ |
119,402 |
|
|
$ |
111,204 |
|
Net change in fair value of interest rate swaps |
|
|
6,037 |
|
|
|
(3,691 |
) |
|
|
7,639 |
|
|
|
2,845 |
|
Unrealized Gains on Investments |
|
|
179 |
|
|
|
|
|
|
|
179 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
49,102 |
|
|
$ |
28,348 |
|
|
$ |
127,220 |
|
|
$ |
114,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The net change in fair value of the interest rate swap and unrealized gains on investments are
included in stockholders equity on the accompanying condensed consolidated balance sheets.
11. LONG-TERM DEBT
On August 19, 2004, the Company entered into a $1.625 billion senior secured credit facility with a
consortium of lenders which was subsequently amended on December 16, 2004 and on July 8, 2005.
This facility replaced the Companys previous credit facility and consists of a $1.2 billion term
loan that matures in 2011 (as opposed to 2010 under the previous facility) and a $425 million
revolving credit facility that matures in 2009 (as opposed to 2008 under the previous facility).
The Company may elect from time to time an interest rate per annum for the borrowings under the
term loan, including the incremental term loan, and revolving credit facility equal to (a) an
annual benchmark rate, which will be equal to the greatest of (i) the Prime Rate in effect and (ii)
the Federal Funds Effective Rate, plus 50 basis points, plus (1) 75 basis points for the term loan
and (2) the Applicable Margin for revolving credit loans or (b) the Eurodollar Rate plus (1) 175
basis points for the term loan and (2) the Applicable Margin for Eurodollar revolving credit loans.
The Company also pays a commitment fee for the daily average unused commitments under the
revolving credit facility. The commitment fee is based on a pricing grid depending on the
Applicable Margin for Eurodollar revolving credit loans and ranges from 0.250% to 0.500%. The
commitment fee is payable quarterly in arrears and on the revolving credit termination date with
respect to the available revolving credit commitments. In addition, the Company will pay fees for
each letter of credit issued under the credit facility. The purpose of the facility was to
refinance our previous credit agreement, repay specified other indebtedness, and fund general
corporate purposes including declaration and payment of cash dividends to repurchase shares or make
other distributions, subject to certain restrictions.
The amendment entered into on July 8, 2005 provides the Company with additional flexibility to
prepay, redeem, defease or acquire the Companys $287.5 million 4.25% Convertible Subordinated
Notes, which are due in 2008, but became redeemable on October 15, 2005. The amendment gives the
Company the ability, subject to certain conditions, to use cash and/or revolver borrowings to
prepay, redeem, defease or acquire such convertible notes. The amendment also extends the 1%
prepayment premium for optional prepayments of the term loans in connection with a repricing of the
term loans from the first anniversary to the second anniversary of entering into the Credit
Agreement, or August 19, 2006. With respect to the convertible notes, no decision has been made to
redeem the convertible notes.
As of September 30, 2005, the Companys availability for additional borrowings under its revolving
credit facility was $425 million, of which $27 million was set aside for outstanding letters of
credit. The Company also has the ability to add up to $200 million of borrowing capacity from
receivable transactions (including securitizations) under its senior secured credit facility which
has not yet been accessed. The Company also has the ability to amend the senior secured credit
facility to provide for one or more tranches of term loans in an aggregate principal amount of $400
million, which the Company has not yet accessed. As of September 30, 2005, the Companys weighted
average interest rate under its credit facility was 6.1%.
On December 16, 2004, the Company issued $300 million 6.5% senior subordinated notes due 2012. On
April 8, 2005, the Company exchanged these notes for notes having substantially the same terms as
the outstanding notes, except the exchange notes will be registered under federal securities law.
11
COMMUNITY HEALTH SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
12. SUBSEQUENT EVENTS
On October 1, 2005, the Company completed the acquisition of two hospitals under separate
transactions from local not-for-profit corporations. Bradley Memorial Hospital, a 251-licensed bed
hospital located in Cleveland, Tennessee was acquired for an aggregate consideration of
approximately $85.9 million, of which $80.3 million was paid in cash and $5.6 million was assumed
in liabilities. Sunbury Community Hospital, a 123-licensed bed hospital located in Sunbury,
Pennsylvania was acquired for an aggregate consideration of approximately $18.7 million, of which
$11.0 million was paid in cash and $7.7 million was assumed in liabilities.
12
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
You should read this discussion together with our unaudited condensed consolidated financial
statements and accompanying notes included herein.
Unless the context otherwise requires, Community Health Systems, the Company we us and
our refer to Community Health Systems, Inc. and its consolidated subsidiaries.
Executive Overview
We are the largest non-urban provider of general hospital healthcare services in the United States
in terms of number of facilities and net operating revenues. We generate revenue by providing a
broad range of general hospital healthcare services to patients in the communities in which we are
located. We are paid for our services by governmental agencies, private insurers and directly by
the patients we serve. For the quarter ended September 30, 2005, we generated $929.3 million in
net operating revenues, a growth of 14.5% over the third quarter of 2004, $44.1 million in income
from continuing operations, a growth of 13.3% over the third quarter of 2004, and $42.9 million of
net income, a growth of 34% over the third quarter of 2004. The growth in net income for the third
quarter of 2005 reflected a $5.7 million reduction in losses from discontinued operations compared
to the prior year. For the nine months ended September 30, 2005, we generated $2.8 billion in net
operating revenues, a growth of 16.6% over the nine months ended September 30, 2004, $139.3 million
in income from continuing operations, a growth of 16.2% over the nine months ended September 30,
2004, and $119.4 million of net income, an increase of 7.4% over the nine months ended September
30, 2004, which reflects an increase of $11.2 million in the loss on discontinued operations over
the nine months ended September 30, 2004.
Admissions at hospitals owned throughout both periods increased 2.3% during the three and nine
month periods ended September 30, 2005, as compared to the same periods in the prior year.
Adjusted admissions for those same hospitals increased 2.6% during the three month period ended
September 30, 2005 and 2.2% during the nine month period ended September 30, 2005 in each case
compared to the same period in the prior year.
In September 2005, Texas, Louisiana and the Gulf Coast regions were hit by two severe hurricanes.
These hurricanes did not have a material affect on volumes and operating results of the Company.
We have continued to generate strong cash flows as evidenced by the $335.5 million of operating
cash flow generated for the nine months ended September 30, 2005, an increase of 27.5% over the
same period in the prior year. This increase in cash flows is the result primarily of our growth
in income from continuing operations and the timing of payments for certain liabilities. We
anticipate that cash payments for income taxes for the remaining three months of 2005 will be
approximately $17.2 million which represents a decrease of $1.0 million as compared to the same
three month period of 2004.
Consistent with the execution of our operating strategy and our efforts to maximize shareholder
value, we acquired the assets of one hospital during the quarter ended September 30, 2005 which was
closed by its former owner and whose operations will be consolidated with one of our currently
owned hospitals located in the same market. We also acquired two hospitals subsequent to September
30, 2005. From time to time we may consider hospitals for disposition if we determine their
operating results or potential growth no longer meet our strategic objectives. This was the case
for the hospitals sold and for the hospital where the lease expired pursuant to its terms during
the quarter ended March 31, 2005 and for the hospital classified as held for sale during the
quarter ended June 30, 2005.
As a result of the Medicare Prescription Drug, Improvement and Modernization Act of 2003,
additional disproportionate share payments began April 1, 2004. The additional disproportionate
share payments did not have a measurable impact on us in the three months ended September 30, 2005
as compared to the three months ended September 30, 2004, but did increase reimbursement to us by
approximately $3.3 million in the nine months ended September 30, 2005 as compared to the nine
months ended September 30, 2004. The reimbursement improvement from the change in the
labor-related share of the hospital diagnosis related group, or DRG, inpatient payment to which a
wage index is applied provided for in this law was effective October 1, 2004 and increased
reimbursement to us, as compared to the prior year period, by approximately $1.3 million during the
three month period ended September 30, 2005 and $3.9 million for the nine months ended September
30, 2005. Also, under this law, since all of our hospitals submitted patient quality data to CMS,
DRG payment rates were increased by the full Market Basket Index of 3.3% on October 1, 2004, and
the reimbursement improvement from this increased rate, as
13
compared to the prior year period, was approximately $4.6 million during the three month period
ended September 30, 2005 and $13.8 million for the nine months ended September 30, 2005.
Sources of Consolidated Net Operating Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2005 |
|
2004 |
|
2005 |
|
2004 |
Medicare |
|
|
31.0 |
% |
|
|
31.1 |
% |
|
|
32.1 |
% |
|
|
31.8 |
% |
Medicaid |
|
|
11.8 |
% |
|
|
10.5 |
% |
|
|
10.9 |
% |
|
|
10.2 |
% |
Managed Care |
|
|
23.4 |
% |
|
|
23.2 |
% |
|
|
23.8 |
% |
|
|
21.7 |
% |
Self-pay |
|
|
11.8 |
% |
|
|
12.8 |
% |
|
|
11.7 |
% |
|
|
13.3 |
% |
Other third party payors |
|
|
22.0 |
% |
|
|
22.4 |
% |
|
|
21.5 |
% |
|
|
23.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenues include amounts estimated by management to be reimbursable by Medicare and
Medicaid under prospective payment systems and provisions of cost-reimbursement and other payment
methods. In addition, we are reimbursed by non-governmental payors using a variety of payment
methodologies. Amounts we receive for treatment of patients covered by these programs are generally
less than the standard billing rates. We account for the differences between the estimated program
reimbursement rates and the standard billing rates as contractual adjustments, which we deduct from
gross revenues to arrive at net operating revenues. Final settlements under some of these programs
are subject to adjustment based on administrative review and audit by third parties. We account for
adjustments to previous program reimbursement estimates as contractual adjustments and report them
in the periods that these adjustments become known. Adjustments related to final settlements or
appeals that increased revenue were insignificant in each of the three and nine month periods ended
September 30, 2005 and 2004.
The payment rates under the Medicare program for inpatients are based on a prospective payment
system, depending upon the diagnosis of a patients condition. While these rates are indexed for
inflation annually, the increases have historically been less than actual inflation. Reductions in
the rate of increase in Medicare reimbursement may have an adverse impact on our net operating
revenue growth. While the Medicare Prescription Drug, Improvement and Modernization Act of 2003
provides a broad range of provider payment benefits, federal government spending in excess of
federal budgetary provisions contained in passage of the Medicare Prescription Drug, Improvement
and Modernization Act of 2003 could result in future deficit spending for the Medicare system,
which could cause future payments under the Medicare system to grow at a slower rate or decline.
In addition, specified managed care programs, insurance companies, and employers are actively
negotiating the amounts paid to hospitals. The trend toward increased enrollment in managed care
may adversely affect our net operating revenue growth.
Results of Operations
Our hospitals offer a variety of services involving a broad range of inpatient and outpatient
medical and surgical services. These include diagnostic and therapeutic services, emergency
services, general surgery, orthopedic services, cardiovascular services and various other specialty
services including home health and skilled nursing. The strongest demand for hospital services
generally occurs during January through April and the weakest demand for these services occurs
during the summer months. Accordingly, eliminating the effect of new acquisitions, our net
operating revenues and earnings are historically highest during the first quarter and lowest during
the third quarter.
14
The following tables summarize, for the periods indicated, selected operating data.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, |
|
September 30, |
|
|
2005 |
|
2004 (a) |
|
2005 |
|
2004 (a) |
|
|
(expressed as a percentage of net operating revenues) |
Net operating revenues |
|
|
100.0 |
|
|
|
100.0 |
|
|
|
100.0 |
|
|
|
100.0 |
|
Operating expenses (b) |
|
|
(85.2 |
) |
|
|
(85.2 |
) |
|
|
(84.7 |
) |
|
|
(84.6 |
) |
Depreciation and amortization |
|
|
(4.4 |
) |
|
|
(4.6 |
) |
|
|
(4.4 |
) |
|
|
(4.6 |
) |
Minority interest in earnings |
|
|
|
|
|
|
(0.1 |
) |
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
10.4 |
|
|
|
10.1 |
|
|
|
10.8 |
|
|
|
10.8 |
|
Interest expense, net |
|
|
(2.6 |
) |
|
|
(2.3 |
) |
|
|
(2.5 |
) |
|
|
(2.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
before income taxes |
|
|
7.8 |
|
|
|
7.8 |
|
|
|
8.3 |
|
|
|
8.4 |
|
Provision for income taxes |
|
|
(3.1 |
) |
|
|
(3.0 |
) |
|
|
(3.2 |
) |
|
|
(3.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
4.7 |
|
|
|
4.8 |
|
|
|
5.1 |
|
|
|
5.1 |
|
Loss on discontinued operations |
|
|
(0.1 |
) |
|
|
(0.9 |
) |
|
|
(0.8 |
) |
|
|
(0.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
|
4.6 |
|
|
|
3.9 |
|
|
|
4.3 |
|
|
|
4.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, 2005 (a) |
|
September 30, 2005 (a) |
|
|
(expressed in percentages) |
Percentage increase from same period
prior year: |
|
|
|
|
|
|
|
|
Net operating revenues |
|
|
14.5 |
|
|
|
16.6 |
|
Admissions |
|
|
7.6 |
|
|
|
9.0 |
|
Adjusted admissions (c) |
|
|
7.9 |
|
|
|
9.2 |
|
Average length of stay |
|
|
|
|
|
|
|
|
Net Income (e) |
|
|
33.8 |
|
|
|
7.4 |
|
Same-hospitals percentage increase
from same period prior year (d): |
|
|
|
|
|
|
|
|
Net operating revenues |
|
|
8.6 |
|
|
|
8.9 |
|
Admissions |
|
|
2.3 |
|
|
|
2.3 |
|
Adjusted admissions (c) |
|
|
2.6 |
|
|
|
2.2 |
|
|
|
|
(a) |
|
Pursuant to Statement of Financial Accounting Standards (SFAS) No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets, we have restated our prior period
financial statements and statistical results to reflect the reclassification as discontinued
operations, eight hospitals which were sold, one hospital where the lease expired and one
hospital designated as held for sale since January 1, 2004. |
|
(b) |
|
Operating expenses include salaries and benefits, provision for bad debts, supplies,
rent, and other operating expenses. |
|
(c) |
|
Adjusted admissions is a general measure of combined inpatient and outpatient volume.
We computed adjusted admissions by multiplying admissions by gross patient revenues and then
dividing that number by gross inpatient revenues. |
|
(d) |
|
Includes acquired hospitals to the extent we operated them during comparable periods in
both years. |
|
(e) |
|
Includes loss from operations of discontinued hospitals, loss on sale of discontinued
hospitals and loss on impairment of assets of the hospital held for sale. |
Three months Ended September 30, 2005 Compared to Three months Ended September 30, 2004
Net operating revenues increased by 14.5% to $929.3 million for the three months ended September
30, 2005, from $811.8 million for the three months ended September 30, 2004. Of the $117.5 million
increase in net operating revenues, the hospital acquired in the first quarter 2005 and the
hospital acquired in the second quarter of 2005, which are not yet included in same-store revenues,
contributed approximately $47.7 million, and hospitals we owned throughout both periods contributed
approximately $69.8 million, an increase of 8.6%. Of the increase from hospitals owned throughout
both periods, approximately 6.0% was attributable to rate increases, payor mix and the acuity level
of services provided and approximately 2.6% was attributable to volume increases.
15
Inpatient admissions increased by 7.6%. Adjusted admissions increased by 7.9%. On a same-store
basis, inpatient admissions increased by 2.3% and same store adjusted admissions increased by 2.6%.
With respect to consolidated admissions, approximately 5.2% of admissions were from newly acquired
hospitals. On a same-store basis, net inpatient revenues increased by 9.3% and net outpatient
revenues increased by 7.7%. Consolidated average length of stay and same-store average length of
stay were the same at 4.0 days. Hurricane Rita caused us to close one of our Texas hospitals for a
period of seven days during the quarter ended September 30, 2005, reopening on October 4, 2005.
The minor loss of admissions at this hospital, were offset by an equivalent increase in admissions
in other markets from hurricane evacuees.
Operating expenses, as a percentage of net operating revenues, were the same at 85.2% for the three
months ended September 30, 2005 and 2004. Salaries and benefits, as a percentage of net operating
revenues, was the same at 40.0% for the three months ended September 30, 2005 and September 30,
2004. Provision for bad debts, as a percentage of net revenues, decreased 0.3% to 10.0% for the
three months ended September 30, 2005 compared to the three months ended September 30, 2004.
Supplies, as a percentage of net operating revenues, decreased 0.4% to 11.9% for the three months
ended September 30, 2005 as compared to the three months ended September 30, 2004, primarily as a
result of our new group purchasing agreement. Rent and other operating expenses, as a percentage
of net operating revenues, increased from 22.6% for the three months ended September 30, 2004, to
23.3% for the three months ended September 30, 2005 primarily as a result of an increase in
contract labor and business taxes as a percentage of net revenues. Income from continuing
operations margin decreased to 4.7% from 4.8% for the three months ended September 30, 2005 as
compared to the three months ended September 30, 2004. Net income margins increased from 3.9% for
the three months ended September 30, 2004 to 4.6% for the three months ended September 30, 2005,
primarily due to the decrease in loss from those hospitals classified as discontinued operations
along with the absence of a loss on sale of hospitals during the three months ended September 30,
2005. On a same-store basis, income from continuing operations as a percentage of net operating
revenues increased from 10.2% for the three months ended September 30, 2004 to 10.7% for the three
months ended September 30, 2005.
Depreciation and amortization increased by $3.1 million from $37.4 million for the three months
ended September 30, 2004 to $40.5 million for the three months ended September 30, 2005. The
hospital acquired in the first quarter of 2005 and the hospital acquired in the second quarter of
2005, accounted for $0.8 million of the increase, and capital expenditures at our other facilities
account for the remaining $2.3 million.
Interest expense, net, increased by $5.7 million from $18.5 million for the three months ended
September 30, 2004, to $24.2 million for the three months ended September 30, 2005. An increase in
our average outstanding debt during the three months ended September 30, 2005 as compared to the
three months ended September 30, 2004, due primarily to borrowings in the third quarter of 2004 to
make acquisitions and the sale of $300 million 6.5% senior subordinated notes in December 2004,
accounted for a $3.6 million increase. The remaining increase of $2.1 million resulted from an
increase in interest rates during the three months ended September 30, 2005, as compared to the
three months ended September 30, 2004.
Income from continuing operations before income taxes increased $8.6 million from $63.5 million for
the three months ended September 30, 2004 to $72.1 million for the three months ended September 30,
2005, as a result of an increase in admissions and increased reimbursement from the Medicare
Prescription Drug, Improvement and Modernization Act of 2003.
Provision for income taxes increased from $24.7 million for the three months ended September 30,
2004, to $28.1 million for the three months ended September 30, 2005 due to the continued growth in
net revenue and resulting increase in income from continuing operations, before income taxes.
Net income was $42.9 million for the three months ended September 30, 2005 compared to $32.0
million for the three months ended September 30, 2004, an increase of 33.8%. The increase in
income from continuing operations accounted for $5.2 million of the increase in net income and a
reduction in loss on discontinued operations of $5.7 million accounted for the remainder of the
increase in net income.
Nine months Ended September 30, 2005 Compared to Nine months Ended September 30, 2004
Net operating revenues increased by 16.6% to $2,756.3 million for the nine months ended September
30, 2005, from $2,362.9 million for the nine months ended September 30, 2004. Of the $393.4 million
increase in net operating revenues the hospital acquired in the first quarter 2005 and the hospital
acquired in the second quarter 2005, which
16
are not yet included in same-store revenues, contributed
approximately $188.0 million, and hospitals we owned throughout both periods contributed
approximately $205.4 million, an increase of 8.9%. Of the increase from hospitals owned throughout
both periods, approximately 6.7% was attributable to rate increases, payor mix and the acuity level
of services provided and approximately 2.2% was attributable to volume increases.
Inpatient admissions increased by 9.0%. Adjusted admissions increased by 9.2%. On a same-store
basis, inpatient admissions increased by 2.3% and same store adjusted admissions increased by 2.2%.
Contributing to the increase in volume at our hospitals were an increase in flu admissions and
respiratory illness-related admissions in the first quarter of 2005, offset by the loss of one day
in 2005 as 2004 was a leap year, recent service closures, short-stay admissions at four hospitals
being used to provide outpatient services and the lingering effects of the third quarter 2004
hurricanes on two of our facilities during the first six months of 2005. With respect to
consolidated admissions, approximately 6.2% of admissions were from newly acquired hospitals. On a
same store basis, net inpatient revenues increased by 10.0% and net outpatient revenues increased
by 8.0%. Consolidated and same-store average length of stay remained unchanged at 4.1 days.
Operating expenses, as a percentage of net operating revenues, increased from 84.6% for the nine
months ended September 30, 2004 to 84.7% for the nine months ended September 30, 2005. Salaries and
benefits, as a percentage of net operating revenues, decreased from 40.0% for the nine months ended
September 30, 2004, to 39.8% for the nine months ended September 30, 2005, primarily as a result of
improvements at hospitals owned throughout both periods. Provision for bad debts, as a percentage
of net revenues, was the same at 10.1% for the nine months ended September 30, 2005 and September
30, 2004. Supplies, as a percentage of net operating revenues, was the same at 12.1% for the nine
months ended September 30, 2005 and September 30, 2004. Rent and other operating expenses, as a
percentage of net operating revenues, increased from 22.4% for the nine months ended September 30,
2004, to 22.7% for the nine months ended September 30, 2005 primarily as a result of an increase in
business taxes. Income from continuing operations margin was the same at 5.1% for the nine months
ended September 30, 2005 and September 30, 2004. Net income margins decreased from 4.7% for the
nine months ended September 30, 2004 to 4.3% for the nine months ended September 30, 2005,
primarily due to the operations of those hospitals classified as discontinued operations along with
the loss on sale and impairment on assets of the hospital held for sale associated with those
hospitals. On a same-store basis, income from operations as a percentage of net operating revenues
increased from 10.7% for the nine months ended September 30, 2004 to 11.2% for the nine months
ended September 30, 2005.
Depreciation and amortization increased by $11.4 million from $109.4 million for the nine months
ended September 30, 2004, to $120.8 million for the nine months ended September 30, 2005. The
hospital acquired in the first quarter of 2005 and the hospital acquired in the second quarter of
2005 accounted for $1.6 million of the increase, and capital expenditures at our other facilities
account for the remaining $9.8 million.
Interest expense, net, increased by $15.7 million from $54.3 million for the nine months ended
September 30, 2004, to $70.0 million for the nine months ended September 30, 2005. An increase in
our average outstanding debt during the nine months ended September 30, 2005 as compared to the
nine months ended September 30, 2004, due primarily to borrowings in the third quarter of 2004 to
make acquisitions and the sale of $300 million 6.5% senior subordinated notes in December 2004,
accounted for $12.2 million of the increase. The remaining increase of $3.5 million resulted from
an increase in interest rates during the nine months ended September 30, 2005, as compared to the
nine months ended September 30, 2004.
Income from continuing operations before income taxes increased $30.7 million from $197.3 million
for the nine months ended September 30, 2004 to $228.0 million for the nine months ended September
30, 2005, primarily as a result of an increase in admissions and increased reimbursement from the
Medicare Prescription Drug, Improvement and Modernization Act of 2003.
Provision for income taxes increased from $77.5 million for the nine months ended September 30,
2004, to $88.7 million for the nine months ended September 30, 2005 due to the continued growth in
net revenue and resulting increase in income from continuing operations, before income taxes.
Net income was $119.4 million for the nine months ended September 30, 2005 compared to $111.2
million for the nine months ended September 30, 2004, an increase of 7.4%. The increase is due to
the increase in income from continuing operations, offset by the increase in loss on discontinued
operations for the nine months ended September 30, 2005. The loss on discontinued operations
includes a loss on sale of hospitals and an impairment of long-lived assets of a hospital
held-for-sale, which is primarily the result of the write down on fixed assets and the write-off of
17
goodwill allocated to those hospitals. Under Statement of Financial Accounting Standards No. 142,
goodwill is allocated to the sale of any business based upon the fair value of that business
relative to the fair value of its reporting unit.
Liquidity and Capital Resources
Net cash provided by operating activities increased $72.3 million to $335.5 million for the nine
months ended September 30, 2005 from $263.2 million for the nine months ended September 30, 2004,
an increase of 27.5%. This increase is due primarily to an increase in income from continuing
operations of $19.4 million for the nine months ended September 30, 2005, the timing of payments
causing an increase of $43.0 million in compensation liabilities in excess of the increase in these
liabilities during the nine months ended September 30, 2004, and an increase in our liability to
third party payors of $21.9 million during the nine months ended September 30, 2005 as compared to
a decrease in this liability during the nine months ended September 30, 2004, and an increase of
$5.8 million of non-cash expenses at the discontinued operations. These increases in cash flows
were offset by a decrease in cash flows from accounts receivables of $20.7 million due to a three
day reduction in net revenue days outstanding during the nine month period ended September 30,
2004, as compared to a one day reduction in net revenue days outstanding during the nine month
period ended September 30, 2005 and a decrease in cash flows from accounts payable of $8.0 million
during the nine months ended September 30, 2005 as compared to the nine months ended September 30,
2004. Changes in all other operating assets and liabilities increased net cash flows by $10.9
million during the nine months ended September 30, 2005 as compared to the nine months ended
September 30, 2004.
Capital Expenditures
Cash expenditures for purchases of facilities were $61.0 million for the nine months ended
September 30, 2005 and $131.8 for the nine months ended September 30, 2004. The expenditures during
the nine months ended September 30, 2005, included $54.6 million for the acquisition of three
hospitals, a surgery center in one of our current markets, and a physician practice in one of our
current markets and $6.4 million for information systems and other equipment to integrate recently
acquired hospitals. The expenditures for the nine months ended September 30, 2004, include $125.5
million for the acquisition of two hospitals and a surgery center in one of our current markets and
$6.3 million for information systems and other equipment to integrate recently acquired hospitals.
Excluding the cost to construct replacement hospitals, our capital expenditures for the nine months
ended September 30, 2005, totaled $131.0 million, compared to $110.6 million for the nine months
ended September 30, 2004. Costs to construct replacement hospitals totaled $1.9 million during the
nine months ended September 30, 2005 and $14.6 million for the nine months ended September 30,
2004.
Pursuant to hospital purchase agreements in effect as of September 30, 2005, we are required to
build a replacement facility by August 2008 as part of the acquisition in August 2003 of the
Southside Regional Medical Center in Petersburg, Virginia and to build a replacement facility by
June 30, 2009 as part of the June 2005 acquisition of Bedford County Medical Center in Shelbyville,
Tennessee. Estimated construction costs, including equipment, for these two replacement facilities
are approximately $150 million. In addition, as part of an acquisition in 2004, we committed to
spend $90 million within eight years primarily related to capital expenditures, and as part of an
acquisition in 2005, we committed to spend approximately $43 million within seven years related to
capital expenditures. Also, in 2005, we entered into an agreement with a developer to build and
lease to us a new corporate headquarters. We will account for this project as if we own the assets
and estimate construction costs, over the next eighteen months, to be approximately $35 million.
We expect total capital expenditures of approximately $190 to $200 million for the year ending
December 31, 2005, including approximately $179 to $188 million for renovation and equipment
purchases (which includes amounts which are required to be expended pursuant to the terms of the
hospital purchase agreements discussed above) and approximately $11 to $12 million for construction
and equipment cost of the current and recently completed replacement hospitals and construction of
our corporate headquarters.
Capital Resources
Net working capital was $519.2 million at September 30, 2005, compared to $453.1 million at
December 31, 2004. The $66.1 million increase was attributable primarily to increases in cash and
cash equivalents, accounts receivable and a decrease in accounts payable which reflect the timing
of our collections and cash payments offset by the increase in income taxes payable. The increase
in income taxes payable is reflective of our increase in taxable income and the timing of periodic
tax payments.
18
On August 19, 2004 and as subsequently amended on December 16, 2004 and July 8, 2005, we entered
into a $1.625 billion senior secured credit facility with a consortium of lenders. This facility
replaced our previous credit facility and consists of a $1.2 billion term loan with a final
maturity in 2011 (as opposed to 2010 under our previous facility) and a $425 million revolving
tranche that matures in 2009. We may elect from time to time an interest rate per annum for the
borrowings under the term loan, and revolving credit facility equal to (a) an alternate base rate,
which will be equal to the greatest of (i) the Prime Rate; (ii) the Federal Funds Effective Rate
plus 50 basis points (the ABR), plus (1) 75 basis points for the term loan and (2) the Applicable
Margin for revolving credit loans or (b) the Eurodollar Rate plus (1) 175 basis points for the term
loan and (2) the Eurodollar Applicable Margin for revolving credit loans. The applicable margin
varies depending on the ratio of our total indebtedness to annual consolidated EBITDA, ranging from
0.25% to 1.25% for alternate base rate loans and from 1.25% to 2.25% for Eurodollar loans. We also
pay a commitment fee for the daily average unused commitments under the revolving tranche. The
commitment fee is based on a pricing grid depending on the Applicable Margin for Eurodollar
revolving credit loans and ranges from 0.250% to 0.500%. The commitment fee is payable quarterly
in arrears and on the revolving credit termination date with respect to the available revolving
credit commitments. In addition, we will pay fees for each letter of credit issued under the
credit facility. The purpose of the facility was to refinance our previous credit agreement, repay
other indebtedness, and fund general corporate purposes including to declare and pay cash dividends
to repurchase shares or make other distributions, subject to certain restrictions. As of September
30, 2005, our availability for additional borrowings under our revolving credit facility was $425
million, of which $27 million is set aside for outstanding letters of credit. We also have the
ability to add up to $200 million of securitized debt and $400 million additional term loans under
our agreement, which we have not yet accessed. As of September 30, 2005, our weighted average
interest rate under our credit facility was 6.1%.
The amendment entered into on July 8, 2005 provides us with additional flexibility to prepay,
redeem, defease or acquire our $287.5 million 4.25% Convertible Subordinated Notes, which are due
in 2008, but became redeemable on October 15, 2005. The amendment gives us the ability, subject to
certain conditions to use cash and/or revolver borrowings to prepay, redeem, defease, or acquire
such convertible notes. The amendment also extends the 1% prepayment premium for optional
prepayments of the term loans in connection with a repricing of the term loans from the first
anniversary to the second anniversary of entering into the Credit Agreement, or August 16, 2006.
With respect to the convertible notes, no decision has been made to redeem the convertible notes.
The terms of the credit facility include various restrictive covenants. These covenants include
restrictions on additional indebtedness, liens, investments, asset sales, capital expenditures,
sale and leasebacks, contingent obligations, transactions with affiliates, dividends and stock
repurchases and fundamental changes. The covenants also require maintenance of various ratios
regarding consolidated total indebtedness, consolidated interest, and fixed charges.
We are currently a party to nine separate interest swap agreements to limit the effect of changes
in interest rates on a portion of our long-term borrowings. Under one agreement, effective
November 23, 2001 and expiring in November 2005, we pay interest at a fixed rate of 4.46%. This
agreement has a $100 million notional amount of indebtedness. Under a second agreement, effective
November 4, 2002, we pay interest at a fixed rate of 3.3% on $150 million notional amount of
indebtedness. This agreement expires in November 2007. Under a third agreement, effective June
13, 2003, we pay interest at a fixed rate of 2.04% on $100 million notional amount of indebtedness.
This agreement expires in June 2007. Under a fourth agreement, effective June 13, 2003, we pay
interest at a fixed rate of 2.40% on $100 million notional amount of indebtedness. This agreement
expires in June 2008. Under a fifth agreement, effective October 3, 2003, we pay interest at a
fixed rate of 2.31% on $100 million notional amount of indebtedness. This agreement expires in
October 2006. Under a sixth agreement, effective August 12, 2004, we pay interest at a fixed rate
of 3.586% on $100 million notional amount of indebtedness. This agreement expires in August 2008.
Under a seventh agreement, effective May 30, 2005, we pay interest at a fixed rate of 4.061% on
$100 million notional amount of indebtedness. This agreement expires in May 2008. Under an eighth
agreement, effective June 6, 2005, we pay interest at a fixed rate of 3.935% on $100 million
notional amount of indebtedness. This agreement expires in June 2009. Under a ninth agreement,
effective November 30, 2005, we will pay interest at a fixed rate of 4.3375% on $100 million
notional amount of indebtedness. This agreement, which replaces our agreement expiring in
November, 2005, expires in November 2009. On each of these swaps, we received a variable rate of
interest based on the three-month London Inter-Bank Offer Rate (LIBOR), in
exchange for the payment by us of a fixed rate of interest. We currently pay on a quarterly basis,
a margin above LIBOR of 175 basis points for revolver loans and term loans under the senior secured
credit facility. We also were a party to an interest swap agreement with $100 million notional
amount of indebtedness and a fixed interest rate of 4.03% that expired in November 2004.
19
We believe that internally generated cash flows, the ability to add $200 million of accounts
receivable securitized debt and $400 million of additional term loans under our senior secured
credit facility, the availability under our revolving credit facility and continued access to the
bank credit and capital markets will be sufficient to finance acquisitions, capital expenditures
and working capital requirements through the next 12 months. We believe these same sources of cash
flows, and borrowings under our credit agreement as well as access to bank credit and capital
markets will be available to us beyond the next 12 months and into the foreseeable future.
Off-balance sheet arrangements
Excluding the hospital where the lease expired pursuant to its terms in January 2005, included in
our consolidated operating results for the nine months ended September 30, 2005 and 2004, were
$207.5 million and $197.9 million, respectively, of net operating revenue and $18.4 million and
$19.6 million, respectively, of income from operations, generated from seven hospitals operated by
us under operating lease arrangements. In accordance with generally accepted accounting
principles, the respective assets and the future lease obligations under these arrangements are not
recorded on our consolidated balance sheet. Lease payments under these arrangements are included
in rent expense when paid and totaled approximately $11.4 million for the nine months ended
September 30, 2005 and $10.3 million for the nine months ended September 30, 2004. The current
terms of these operating leases expire between June 2007 and December 2019, not including lease
extensions that we have options to exercise. If we allow these leases to expire, we would no
longer generate revenue nor incur expenses from these hospitals.
In the past, we have utilized operating leases as a financing tool for obtaining the operations of
specified hospitals without acquiring, through ownership, the related assets of the hospital and
without a significant outlay of cash at the front end of the lease. We utilize the same management
and operating strategies to improve operations at those hospitals held under operating leases as we
do at those hospitals that we own. We have not entered into any operating leases for hospital
operations since December 2000 other than renewing existing leases.
Joint Ventures
We have from time to time sold minority interests in certain of our subsidiaries or acquired
subsidiaries with existing minority interest ownership positions. This was the case with our
acquisition of Chestnut Hill Hospital in March 2005, pursuant to which we acquired an 85% interest
with the remaining 15% interest owned by the University of Pennsylvania. The amount of minority
interest in equity is included in other long-term liabilities and the minority interest in income
or loss is recorded separately in the condensed consolidated statements of income. We do not
believe these minority ownerships are material to our financial position or results of operations.
The balance of minority interests included in long-term liabilities was $18.6 million as of
September 30, 2005, and $8.6 million as of December 31, 2004, and the amount of minority interest
in earnings was $0.7 million for the three months ended September 30, 2005 and $2.7 million for the
nine months ended September 30, 2005, and $0.3 million for the three months ended September 30,
2004 and $1.7 million for the nine months ended September 30, 2004.
Reimbursement, Legislative and Regulatory Changes
Legislative and regulatory action has resulted in continuing change in the Medicare and Medicaid
reimbursement programs which will continue to limit payment increases under these programs and in
some cases implement payment decreases. Within the statutory framework of the Medicare and
Medicaid programs, there are substantial areas subject to administrative rulings, interpretations,
and discretion which may further affect payments made under those programs, and the federal and
state governments might, in the future, reduce the funds available under those programs or require
more stringent utilization and quality reviews of hospital facilities. Additionally, there may be a
continued rise in managed care programs and future restructuring of the financing and delivery of
healthcare in the United States. These events could cause our future results to decline.
Inflation
The healthcare industry is labor intensive. Wages and other expenses increase during periods of
inflation and when labor shortages occur in the marketplace. In addition, our suppliers pass along
rising costs to us in the form of higher prices. We have implemented cost control measures,
including our case and resource management program, to curb increases in operating costs and
expenses. We have, to date, offset increases in operating costs by increasing
20
reimbursement for
services and expanding services. However, we cannot predict our ability to cover or offset future
cost increases.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our
consolidated financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported amount of assets
and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities
at the date of our financial statements. Actual results may differ from these estimates under
different assumptions or conditions.
Critical accounting policies are defined as those that are reflective of significant judgments and
uncertainties, and potentially result in materially different results under different assumptions
and conditions. We believe that our critical accounting policies are limited to those described
below.
Third Party Reimbursement
Net operating revenues include amounts estimated by management to be reimbursable by Medicare and
Medicaid under prospective payment systems and provisions of cost-reimbursement and other payment
methods. In addition, we are reimbursed by non-governmental payors using a variety of payment
methodologies. Amounts we receive for treatment of patients covered by these programs are generally
less than the standard billing rates. Contractual allowances are automatically calculated and
recorded through our internally developed automated contractual allowance system. Within the
automated system, actual Medicare DRG data, coupled with all payors historical paid claims data,
is utilized to calculate the contractual allowances. This data is automatically updated on a
monthly basis and subjected to review by management to ensure reasonableness and accuracy. We
account for the differences between the estimated program reimbursement rates and the standard
billing rates as contractual adjustments, which we deduct from gross revenues to arrive at net
operating revenues. Final settlements under some of these programs are subject to adjustment based
on administrative review and audit by third parties. We record adjustments to the estimated
billings in the periods that such adjustments become known. We account for adjustments to previous
program reimbursement estimates as contractual adjustments and report them in future periods as
final settlements are determined. However, due to the complexities involved in these estimates,
actual payments we receive could be different from the amounts we estimate and record.
Allowance for Doubtful Accounts
Substantially all of our accounts receivable are related to providing healthcare services to our
hospitals patients. Collection of these accounts receivable is our primary source of cash and is
critical to our operating performance. Our primary collection risks relate to uninsured patients
and outstanding patient balances for which the primary insurance payor has paid and the remaining
outstanding balance (generally deductibles and co-payments) is owed by the patient. At the point
of service, for patients required to make a co-payment, we generally collect less than 10% of the
related revenue. For all procedures scheduled in advance, our policy is to verify insurance
coverage prior to the date of the procedure. Insurance coverage is not verified in advance of
procedures for walk-in and emergency room patients. Our estimate for the allowance for doubtful
accounts is calculated by reserving as uncollectible all governmental and non-governmental accounts
over 150 days from discharge. This method is monitored based on our historical cash collections
experience as well as review for significant changes in payor mix and recent acquisitions or
disposals. Collections are impacted by the economic ability of patients to pay and the
effectiveness of our collection efforts. Significant changes in payor mix that result in an
increase in self-pay revenue, business office operations, economic conditions or trends in federal
and state governmental healthcare coverage could affect our collection of accounts receivable.
Generally we do not provide specific reserves by payor category but estimate bad debts as a
consolidated provision for total accounts receivable. We believe our policy of reserving all
accounts over 150 days from discharge, without regard to payor class, has resulted in reasonable
estimates determined on a consistent basis. We believe that we collect substantially all of our
third-party insured receivables which includes receivables from governmental agencies. Since our
methodology is not applied by individual payor class, reserving all amounts over 150 days, which
includes some accounts that are collectible, has provided us with a reasonable estimate of an
allowance for doubtful accounts to cover all accounts receivable, including individual amounts in
both the 150 day and under and over 150 day categories, that are uncollectible. To date, we believe
there has not been a material difference between our bad debt allowances and the
21
ultimate historical collection rates on accounts receivables including self-pay. We review our
overall reserve adequacy by monitoring historical cash collections as a percentage of net revenue
less the provision for bad debts.
Our policy is to write-off gross accounts receivable if the balance is under $10.00 or when such
amounts are placed with outside collection agencies. We believe this policy accurately reflects
the ongoing collection efforts within the Company and is consistent with industry practices. At
September 30, 2005 and December 31, 2004, we had approximately $736 and $620 million respectively,
being pursued by various outside collection agencies. We expect to collect less than 5%, net of
estimated collection fees, of the amounts being pursued by outside collection agencies. As these
amounts have been written-off, they are not included in our gross accounts receivable or our
allowance for doubtful accounts. However, we take into consideration estimated collections of
these amounts written-off in evaluating the reasonableness of our allowance for doubtful accounts.
Days revenue outstanding was 62 at September 30, 2005 and 63 at December 31, 2004, which is within
our target range for days revenue outstanding of 60 65 days.
The following table is an aging of our gross (prior to allowances for contractual adjustments and
doubtful accounts) accounts receivable (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of |
|
|
|
September 30, 2005 |
|
|
December 31, 2004 |
|
|
|
0-150 days |
|
|
Over 150 days |
|
|
0-150 days |
|
|
Over 150 days |
|
Total gross accounts receivable |
|
$ |
1,502,639 |
|
|
$ |
357,114 |
|
|
$ |
1,379,481 |
|
|
$ |
302,521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The approximate percentage of total gross accounts receivable (prior to allowance for contractual
adjustments and doubtful accounts) summarized by aging categories is as follows:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
September 30, |
|
December 31, |
|
|
2005 |
|
2004 |
0 to 60 days |
|
|
63.8 |
% |
|
|
63.7 |
% |
61 to 150 days |
|
|
17.0 |
% |
|
|
18.3 |
% |
151 to 360 days |
|
|
7.0 |
% |
|
|
7.4 |
% |
Over 360 days |
|
|
12.2 |
% |
|
|
10.6 |
% |
|
|
|
|
|
|
|
|
|
Total |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
The approximate percentage of total gross accounts receivable (prior to allowances for contractual
adjustments and doubtful accounts) summarized by payor is as follows:
|
|
|
|
|
|
|
|
|
|
|
As of |
|
|
September 30, |
|
December 31, |
|
|
2005 |
|
2004 |
Insured receivables |
|
|
67 |
% |
|
|
69 |
% |
Self-pay receivables |
|
|
33 |
% |
|
|
31 |
% |
|
|
|
|
|
|
|
|
|
Total |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
Although we do not specifically maintain information for individual categories of self-pay, as a
component of total self-pay receivables, we estimate based on hospitals owned for three years that
uninsured self-pay receivables are approximately 45% to 50%, patient deductibles and co-insurance
after third-party insurance payments are approximately 40% to 45%, and those insured patients
billed directly because their insurance has not paid are approximately 5% to 10%. Those accounts
that are being billed directly to patients because their third-party insurance coverage has not
paid are reclassified to self-pay receivables from insured receivables generally after 60 days from
discharge in order to bill the patients directly and get them involved in assisting with the
collection process from their third-party insurance company. None of these amounts represents a
denial from commercial or other third-party payors. We estimate, on a historical basis, the
uncollected portion of self-pay receivables related to co-insurance, co-payments and deductibles
range from 35% to 45% and the uncollected portion of self-pay receivables related to uninsured
patients range from 80% to 90%. Additionally, we estimate the uncollected portion of self-pay
receivables
22
related to insured patients billed directly is insignificant. In the aggregate at September 30,
2005, we expect the uncollectible portion of all self-pay receivables, before recoveries of
accounts previously written-off, to be approximately 60% to 70%. The allowance for doubtful
accounts as reported in the condensed consolidated financial statements at September 30, 2005
represents approximately 55% of self-pay receivables as described above, net of allowances for
other discounts.
Goodwill and Other Intangibles
Goodwill represents the excess of cost over the fair value of net assets acquired. Goodwill
arising from business combinations is accounted for under the provisions of SFAS No. 141 Business
Combinations and SFAS No. 142 and is not amortized. SFAS No. 142 requires goodwill to be
evaluated for impairment at the same time every year and when an event occurs or circumstances
change such that it is reasonably possible that an impairment may exist. We selected September
30th as our annual testing date.
The SFAS No. 142 goodwill impairment model requires a comparison of the book value of net assets to
the fair value of the related operations that have goodwill assigned to them. If the fair value is
determined to be less than book value, a second step is performed to compute the amount of the
impairment. We estimate the fair values of the related operations using both a debt free
discounted cash flow model as well as an adjusted EBITDA multiple model. These models are both
based on our best estimate of future revenues and operating costs, based primarily on historical
performance and general market conditions, and are subject to review and approval by senior
management and the Board of Directors. The cash flow forecasts are adjusted by an appropriate
discount rate based on our weighted average cost of capital. We performed our initial evaluation,
as required by SFAS No. 142, during the first quarter of 2002 and the annual evaluation as of each
succeeding September 30. No impairment has been indicated by these evaluations. Estimates used to
conduct the impairment review, including revenue and profitability projections or fair values,
could cause our analysis to indicate that our goodwill is impaired in subsequent periods and result
in a write-off of a portion or all of our goodwill.
Professional Liability Insurance Claims
We accrue for estimated losses resulting from professional liability claims. The accrual, which
includes an estimate for incurred but not reported claims, is based on historical loss patterns and
actuarially determined projections and is discounted to its net present value using a weighted
average risk-free discount rate of 3.2% and 3.4% in 2004 and 2003, respectively. To the extent
that subsequent claims information varies from managements estimates, the liability is adjusted
currently. Our insurance is underwritten on a claims-made basis. Prior to June 1, 2002,
substantially all of our professional and general liability risks were subject to a $0.5 million
per occurrence deductible; for claims reported from June 1, 2002 through June 1, 2003, these
deductibles were $2.0 million per occurrence. Additional coverage above these deductibles was
purchased through captive insurance companies in which we had a 7.5% minority ownership interest in
each and to which the premiums paid by us represented less than 8% of the total premium revenues of
each captive insurance company. Concurrently, with the formation of our own wholly-owned captive
insurance company in June 2003, we terminated our minority interest relationships in those
entities. Substantially all claims reported on or after June 1, 2003 and before June 1, 2005 are
self-insured up to $4 million per claim. Substantially, all claims reported on or after June 1,
2005 are self-insured up to $5 million per claim. Management on occasion has selectively increased
the insured risk at certain hospitals based upon insurance pricing and other factors and may
continue that practice in the future. Excess insurance for all hospitals is purchased through
commercial insurance companies and generally covers us after the self insured amount up to $100
million per occurrence for all claims reported on or after June 1, 2003.
Income Taxes
We must make estimates in recording provision for income taxes, including determination of deferred
tax assets and deferred tax liabilities and any valuation allowances that might be required against
the deferred tax assets. We believe that future income will enable us to realize these deferred
tax assets, subject to the valuation allowances we have established.
We operate in multiple states with varying tax laws. We are subject to both federal and state
audits of tax returns. Our federal income tax returns have been examined by the Internal Revenue
Service through fiscal year 1996, which resulted in no material adjustments. In February 2005, we
were notified by the Internal Revenue Service of its intent to examine our consolidated tax return
for 2003. We believe the results of this examination will not be material to our
23
consolidated statements of income or financial position. We make estimates we believe are
reasonable in order to determine that tax accruals are adequate to cover any potential adjustments
arising from tax examinations.
Recent Accounting Pronouncements
In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS No.
123R), which replaces SFAS No. 123 and supercedes APB Opinion No. 25. SFAS No. 123R requires all
share-based payments to employees, including grants of employee stock options, to be recognized in
the financial statements based on their fair values, beginning with the first interim or annual
period after June 15, 2005, with early adoption encouraged. On April 14, 2005, the SEC delayed
adoption of SFAS No. 123R for certain registrants, including our Company, to the first annual
period beginning after July 1, 2005. In addition, SFAS No. 123R will cause unrecognized expense
(based on the amounts in our pro forma footnote disclosure) related to options vesting after the
date of initial adoption to be recognized as a charge to results of operations over the remaining
vesting period. We are required to adopt SFAS No I23R beginning January 1, 2006. Under SFAS I23R,
we must determine the appropriate fair value model to be used at the date of adoption. The
transition alternatives include a modified prospective and retroactive methods. Under the
retroactive method, all prior periods presented would be restated. The modified prospective method
requires that compensation expense be recorded for all unvested stock options and share awards that
subsequently vest or are modified after the beginning of the first period restated. We will adopt
SFAS No. 123R using the modified prospective application transition method. Compensation expense
related to all currently outstanding equity based awards, will be approximately $11.2 million in
2006, $10.5 in 2007 and $1.8 million in 2008. Additional compensation expense for awards made
after the adoption of SFAS No. 123R will vary depending on many factors including the number of
awards granted, the market value of our stock on the date of grant and other variables used in
determining the fair value of those options on the date of grant. SFAS No. 123R also requires that
the tax benefits of tax deductions in excess of recognized compensation cost be reported as
financing cash flows rather than as operating cash flows. The requirement could reduce net
operating cash flows and increase net financing cash flows in periods after adoption. We cannot
estimate what the future impact on our Statement of Cash Flows will be because it depends on, among
other things, when employees exercise stock options.
On March 29, 2005, the SEC issued Staff Accounting Bulletin No. 107 Share-Based Payment (SAB
107). Although not altering any conclusions reached in SFAS No. 123R, SAB 107 provides the views
of the SEC Staff regarding the interaction between SFAS No. 123R and certain SEC rules and
regulations and, among other things, provides the Staffs views regarding the valuation of
share-based payment arrangements for public companies. We intend to follow the interpretive
guidance on share-based payments set forth in SAB 107 during our adoption of SFAS No. 123R.
FORWARD-LOOKING STATEMENTS
Some of the matters discussed in this report include forward-looking statements. Statements that
are predictive in nature, that depend upon or refer to future events or conditions or that include
words such as expects, anticipates, intends, plans, believes, estimates,
thinks, and similar expressions are forward-looking statements. These statements involve known
and unknown risks, uncertainties, and other factors that may cause our actual results and
performance to be materially different from any future results or performance expressed or implied
by these forward-looking statements. These factors include, but are not limited to, the following:
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general economic and business conditions, both nationally and in the regions in which we operate; |
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demographic changes; |
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existing governmental regulations and changes in, or the failure to comply with,
governmental regulations; |
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legislative proposals for healthcare reform; |
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the impact of the Medicare Prescription Drug, Improvement and Modernization Act of 2003,
which includes specific reimbursement changes for small urban and non-urban hospitals; |
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our ability, where appropriate, to enter into managed care provider arrangements and the
terms of these arrangements; |
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changes in inpatient or outpatient Medicare and Medicaid payment levels; |
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increases in the amount and risk of collectability of accounts receivable, including
deductibles and co-pay amounts; |
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uncertainty with the Health Insurance Portability and Accountability Act of 1996
regulations; |
24
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increases in wages as a result of inflation or competition for highly technical
positions and rising supply cost due to market pressure from pharmaceutical companies and
new product releases; |
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liability and other claims asserted against us; including self-insured malpractice claims; |
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competition; |
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our ability to attract and retain qualified personnel, key management, physicians,
nurses, and other healthcare workers; |
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trends toward treatment of patients in less acute or specialty healthcare settings
including ambulatory surgery centers or specialty hospitals; |
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changes in medical or other technology; |
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changes in generally accepted accounting principles; |
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the availability and terms of capital to fund additional acquisitions or replacement facilities; |
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our ability to successfully acquire and integrate additional hospitals; |
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our ability to obtain adequate levels of general and professional liability insurance; |
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potential adverse impact of known and unknown government investigations; |
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timeliness of reimbursement payments received under government programs; and |
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the other risk factors set forth in our public filings with the Securities and Exchange Commission. |
Although we believe that these statements are based upon reasonable assumptions, we can give no
assurance that our goals will be achieved. Given these uncertainties, prospective investors are
cautioned not to place undue reliance on these forward-looking statements. These forward-looking
statements are made as of the date of this filing. We assume no obligation to update or revise them
or provide reasons why actual results may differ.
Item 3: Quantitative and Qualitative Disclosures about Market Risk
We are exposed to interest rate changes, primarily as a result of our credit agreement which bears
interest based on floating rates. In order to manage the volatility relating to the market risk, we
entered into interest rate swap agreements described under the heading Liquidity and Capital
Resources in Item 2. We do not anticipate any material changes in our primary market risk
exposures in 2005. We utilize risk management procedures and controls in executing derivative
financial instrument transactions. We do not execute transactions or hold derivative financial
instruments for trading purposes. Derivative financial instruments related to interest rate
sensitivity of debt obligations are used with the goal of mitigating a portion of the exposure when
it is cost effective to do so.
A 1% change in interest rates on variable rate debt would have resulted in interest expense
fluctuating approximately $1.6 million for the three months ended September 30, 2005 and $5.6
million for the nine months ended September 30, 2005.
Item 4: Controls and Procedures
As of the end of the period covered by this report, our Chief Executive Officer and Chief Financial
Officer, with the participation of other members of management, have evaluated the effectiveness of
our disclosure controls and procedures, as defined in Rules 13a 15(e) and 15d 15(e) under the
Securities Exchange Act of 1934, as amended. Based on such evaluations, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and procedures are
adequately designed to ensure that the information required to be included in this report has been
recorded, processed, summarized and reported on in a timely basis. There have been no significant
changes in our internal controls over financial reporting during the quarter covered by this report
that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
25
PART II OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we receive various inquiries or subpoenas from state regulators, fiscal
intermediaries, the Centers for Medicare and Medicaid Services and the Department of Justice
regarding various Medicare and Medicaid issues. In addition, we are subject to other claims and
lawsuits arising in the ordinary course of our business. We are not aware of any pending or
threatened litigation that is not covered by insurance policies or reserved for in our financial
statements or which we believe would have a material adverse impact on us.
In May 1999, we were served with a complaint in U.S. ex rel. Bledsoe v Community Health Systems,
Inc., subsequently moved to the Middle District of Tennessee, Case No. 2-00-0083. This qui tam
action sought treble damages and penalties under the False Claims Act against us. The Department of
Justice did not intervene in this action. The allegations in the amended complaint were extremely
general, but involved Medicare billing at our White County Community Hospital in Sparta, Tennessee.
By order entered on September 19, 2001, the U.S. District Court granted our motion for judgment on
the pleadings and dismissed the case, with prejudice.
The relator appealed the district courts ruling to the U.S. Court of Appeals for the Sixth
Circuit. On September 10, 2003, the Sixth Circuit Court of Appeals rendered its decision in this
case, affirming in part and reversing in part the District Courts decision to dismiss the case
with prejudice. The Court affirmed the lower courts dismissal of certain of plaintiffs claims on
the grounds that his allegations had been previously publicly disclosed. In addition, the appeals
court agreed that, as to all other allegations, the relator had failed to include enough
information to meet the special pleading requirements for fraud under the False Claims Act and the
Federal Rules of Civil Procedure. However, the Court returned the case to the District Court to
allow the relator another opportunity to amend his complaint in an attempt to plead his fraud
allegations with particularity.
In May 2004, the relator in U.S. ex rel. Bledsoe v Community Health Systems, Inc. filed an amended
complaint alleging fraud involving Medicare billing at White County Community Hospital. We have
renewed our motion to dismiss these allegations and will continue to vigorously defend this case.
We then filed a renewed motion to dismiss the amended complaint. On January 6, 2005, the District
Court dismissed with prejudice the bulk of the relators allegations. The only remaining
allegations involve a handful of 1997-98 charges at White County. The relator has not indicated
whether he will continue to pursue these remaining allegations. If so, we will continue to
vigorously defend this case.
On July 12, 2004, the U.S. District Court for the Central District of California unsealed a qui tam
complaint against the Company, U.S. ex rel. Desert Valley Charitable Foundation v Community Health
Systems, Inc., CV 03-04610. This complaint alleged that, in connection with Barstow Community
Hospital, we submitted false claims that violate the Medicare rules and regulations, but provided
no additional detail concerning the nature of its allegations. The Government declined to intervene
in relators lawsuit and the court granted our motion to dismiss on November 24, 2004. However, the
court also gave the relator an opportunity to file an amended complaint. The relator filed an
amended complaint which alleged improper billing of routine supplies, certain respiratory services,
and imaging services allegedly resulting in unbundling, double and excess charges and billing for
services never provided. Our motion to dismiss the amended complaint was denied. Discovery is
complete in this case and it is set for trial in January 2006. On October 24, 2005, we filed a
motion for summary judgment in this case. We continue to believe that this is baseless litigation
arising from an existing commercial dispute with an affiliate of the relator, and are vigorously
defending this lawsuit.
In August 2004, we were served a complaint in Arleana Lawrence and Robert Hollins v Lakeview
Community Hospital and Community Health Systems, Inc. in the Circuit Court of Barbour County,
Alabama (Eufaula Division). This alleged class action was brought by the plaintiffs on behalf of
themselves and as the representatives of similarly situated uninsured individuals who were treated
at our Lakeview Hospital or any of our other Alabama hospitals. The plaintiffs allege that
uninsured patients who do not qualify for Medicaid, Medicare or charity care are charged
unreasonably high rates for services and materials and that we use unconscionable methods to
collect bills. The plaintiffs seek restitution of overpayment, compensatory and other allowable
damages and injunctive relief. We are vigorously defending this case.
In September 2004, we were served with a complaint in James Monroe v Pottstown Memorial Hospital
and Community Health Systems, Inc. in the Court of Common Pleas, Montgomery County, Pennsylvania.
This alleged class action was brought by the plaintiff on behalf of himself and as the
representative of similarly situated
26
uninsured individuals who were treated at our Pottstown Memorial Hospital or any of our other
Pennsylvania hospitals. The plaintiff alleges that uninsured patients who do not qualify for
Medicaid, Medicare or charity care are charged unreasonably high rates for services and materials
and that we use unconscionable methods to collect bills. The plaintiff seeks recovery under the
Pennsylvania Unfair Trade Practices and Consumer Protection Law, restitution of overpayment,
compensatory and other allowable damages and injunctive relief. We are vigorously defending this
case.
On April 8, 2005, we were served with a first amended complaint, styled Chronister, et al. vs.
Granite City Illinois Hospital Company, LLC d/b/a Gateway Regional Medical Center, in the Circuit
Court of Madison County, Illinois. The complaint seeks class action status on behalf of the
uninsured patients treated at Gateway Regional Medical Center and alleges statutory, common law,
and consumer fraud in the manner in which the hospital bills and collects for the services rendered
to uninsured patients. The plaintiff seeks compensatory and punitive damages and declaratory and
injunctive relief. We are vigorously defending this case.
On March 3, 2005, we were served with a complaint in Sheri Rix v. Heartland Regional Medical Center
and Health Care Systems, Inc. in the Circuit Court of Williamson County, Illinois. This alleged
class action was brought by the plaintiff on behalf of herself and as the representative of
similarly situated uninsured individuals who were treated at our Heartland Regional Medical Center.
The plaintiff alleges that uninsured patients who do not qualify for Medicaid, Medicare or charity
care are charged unreasonably high rates for services and materials and that we use unconscionable
methods to collect bills. The plaintiff seeks recovery for breach of contract and the covenant of
good faith and fair dealing, violation of the Illinois Consumer Fraud and Deceptive Practices Act,
restitution of overpayment, and for unjust enrichment. The plaintiff class seeks compensatory and
other damages and equitable relief. We are vigorously defending this case.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On January 23, 2003, we announced an open market share repurchase program for a maximum of five
million shares of our common stock. The repurchase program commenced immediately and will conclude
at the earlier of three years or when the maximum number of shares have been repurchased or the
maximum dollar amount of purchases of shares has been reached. Through September 30, 2005, we have
repurchased 3,029,700 shares at a weighted average price of $31.20 per share. There were 2,239,700
shares repurchased under this program during the nine months ended September 30, 2005. The maximum
number of shares that may yet be purchased under the open market share repurchase program is
1,970,300, or the remaining maximum dollar amount of shares that may still be purchased under our
existing indebtedness cannot exceed $120.2 million.
The following table contains information about our purchases of our common stock during the third
quarter of 2005.
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Total |
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Maximum |
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Number |
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Number of |
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of Shares |
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Shares |
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Purchased as |
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that |
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Part of |
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May Yet Be |
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Publicly |
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Purchased |
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Total Number |
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Announced |
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Under the |
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of Shares |
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Average Price |
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Plans or |
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Plans or |
Period |
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Purchased |
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Paid Per Share |
|
Programs |
|
Programs |
July 1, 2005 |
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July 31, 2005 |
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1,517,000 |
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|
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35.80 |
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2,629,500 |
|
|
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2,370,500 |
|
August 1, 2005 |
|
|
August 31, 2005 |
|
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|
|
|
350,200 |
|
|
|
35.56 |
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|
|
2,979,700 |
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|
|
2,020,300 |
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September 1, 2005 |
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|
September 30, 2005 |
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|
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50,000 |
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|
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36.00 |
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3,029,700 |
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1,970,300 |
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Item 3. Defaults Upon Senior Securities
None
27
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits
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10.1 |
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Acceleration of the vesting of unvested stock options awarded to employees
and officers, including executive officers, or each of the three grant dates,
December 10, 2002, February 25, 2003, and May 22, 2003 (incorporated by
reference to the Companys Current Report on Form 8-K filed September 23, 2005
(No. 001-15925)) |
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31.1 |
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002. |
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31.2 |
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002. |
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32.1 |
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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32.2 |
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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99.1 |
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Factors That May Affect Future Performance |
28
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.
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Date: October 27, 2005 |
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COMMUNITY HEALTH SYSTEMS, INC. |
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(Registrant) |
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By:
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/s/ Wayne T. Smith |
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Wayne T. Smith |
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Chairman of the Board, |
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President and Chief Executive Officer |
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(principal executive officer) |
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By:
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/s/ W. Larry Cash |
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W. Larry Cash |
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Executive Vice President, Chief Financial |
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Officer and Director |
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(principal financial officer) |
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By:
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/s/ T. Mark Buford |
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T. Mark Buford |
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Vice President and Corporate Controller |
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(principal accounting officer) |
29
Index to Exhibits
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No. |
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Description |
10.1
|
|
Acceleration of the vesting of unvested stock options awarded to employees
and officers, including executive officers, or each of the three grant dates,
December 10, 2002, February 25, 2003, and May 22, 2003 (incorporated by
reference to the Companys Current Report on Form 8-K filed September 23, 2005
(No. 001-15925)) |
|
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|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002. |
|
|
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31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002. |
|
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32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
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32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
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99.1
|
|
Factors That May Affect Future Performance |
30
EXHIBIT 31.1
I, Wayne T. Smith, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Community Health
Systems, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) designed such internal controls over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors:
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: October 27, 2005 /s/ Wayne T. Smith
--------------------------------
Wayne T. Smith
Chairman of the Board, President
and Chief Executive Officer
EXHIBIT 31.2
I, W. Larry Cash, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Community Health
Systems, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) designed such internal controls over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors:
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: October 27, 2005 /s/ W. Larry Cash
-------------------------------
W. Larry Cash
Executive Vice President,
Chief Financial Officer and Director
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Community Health Systems,
Inc. (the "Company") on Form 10-Q for the period ending September 30, 2005, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Wayne T. Smith, Chairman of the Board, President and Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations
of the Company.
/s/ Wayne T. Smith
- ----------------------
Wayne T. Smith
Chairman of the Board, President and Chief Executive Officer
October 27, 2005
A signed original of this written statement required by Section 906 has been
provided to Community Health Systems, Inc. and will be retained by Community
Health Systems, Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Community Health Systems,
Inc. (the "Company") on Form 10-Q for the period ending September 30, 2005, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, W. Larry Cash, Executive Vice President, Chief Financial Officer
and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations
of the Company.
/s/ W. Larry Cash
- ------------------------
W. Larry Cash
Executive Vice President, Chief Financial Officer and Director
October 27, 2005
A signed original of this written statement required by Section 906 has been
provided to Community Health Systems, Inc. and will be retained by Community
Health Systems, Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.
Exhibit 99.1
FACTORS THAT MAY AFFECT FUTURE PERFORMANCE
The following risk factors could materially and adversely affect our future
operating results and could cause actual results to differ material from those
predicted in the forward-looking statements we make about our business.
OUR LEVEL OF INDEBTEDNESS COULD ADVERSELY AFFECT OUR ABILITY TO RAISE ADDITIONAL
CAPITAL TO FUND OUR OPERATIONS, LIMIT OUR ABILITY TO REACT TO CHANGES IN THE
ECONOMY OR OUR INDUSTRY AND PREVENT US FROM MEETING OUR OBLIGATIONS UNDER THE
AGREEMENTS RELATING TO OUR INDEBTEDNESS.
We are significantly leveraged. The chart below shows our level of
indebtedness and other information as of September 30, 2005. This chart does not
include $425 million that would be available for future borrowings under the
revolving tranche of our senior secured credit facility, of which $27 million is
reserved for outstanding letters of credit. We also have the ability to amend
our senior secured credit facility to provide for one or more additional
tranches of term loans in aggregate principal amount of up to $400 million.
As of
September 30, 2005
------------------
Senior secured credit facility
Revolving tranche .......................... $ -
Term loan .................................. 1,188
Notes ........................................ 300
Other ........................................ 322
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Total debt ................................. $ 1,810
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Stockholder equity ........................... $ 1,351
=======
Nine Months Ended
September 30, 2005
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Ratio of earnings to fixed charges ........... 3.59 x
Our substantial degree of leverage could have important consequences for you,
including the following:
- it may limit our ability to obtain additional debt or equity
financing for working capital, capital expenditures, debt service
requirements, acquisitions and general corporate or other purposes;
- a substantial portion of our cash flows from operations will be
dedicated to the payment of principal and interest on our
indebtedness and will not be available for other purposes, including
our operations, capital expenditures and future business
opportunities;
- the debt service requirements of our other indebtedness could make
it more difficult for us to satisfy our financial obligations,
including those related to the notes;
- some of our borrowings, including borrowings under our senior
secured credit facility, are at variable rates of interest, exposing
us to the risk of increased interest rates;
- it may limit our ability to adjust to changing market conditions and
place us at a competitive disadvantage compared to our competitors
that have less debt; and
- we may be vulnerable in a downturn in general economic conditions or
in our business, or we may be unable to carry out capital spending
that is important to our growth.
IF COMPETITION DECREASES OUR ABILITY TO ACQUIRE ADDITIONAL HOSPITALS ON
FAVORABLE TERMS, WE MAY BE UNABLE TO EXECUTE OUR ACQUISITION STRATEGY.
An important part of our business strategy is to acquire two to four hospitals
each year in non-urban markets. However, not-for-profit hospital systems and
other for-profit hospital companies generally attempt to acquire the same type
of hospitals as we do. Some of these other purchasers have greater financial
resources than we do. Our
principal competitors for acquisitions have included Health Management
Associates, Inc., and LifePoint Hospitals, Inc. On some occasions, we also
compete with Universal Health Services, Inc. and Triad Hospitals Inc. In
addition, some hospitals are sold through an auction process, which may result
in higher purchase prices than we believe are reasonable. Therefore, we may not
be able to acquire additional hospitals on terms favorable to us.
IF WE FAIL TO IMPROVE THE OPERATIONS OF FUTURE ACQUIRED HOSPITALS, WE MAY BE
UNABLE TO ACHIEVE OUR GROWTH STRATEGY.
Most of the hospitals we have acquired or will acquire had or may have
significantly lower operating margins than we do and/or operating losses prior
to the time we acquired them. In the past, we have occasionally experienced
temporary delays in improving the operating margins or effectively integrating
the operations of these acquired hospitals. In the future, if we are unable to
improve the operating margins of acquired hospitals, operate them profitably, or
effectively integrate their operations, we may be unable to achieve our growth
strategy.
IF WE ACQUIRE HOSPITALS WITH UNKNOWN OR CONTINGENT LIABILITIES, WE COULD BECOME
LIABLE FOR MATERIAL OBLIGATIONS.
Hospitals that we acquire may have unknown or contingent liabilities, including
liabilities for failure to comply with healthcare laws and regulations. Although
we seek indemnification from prospective sellers covering these matters, we may
nevertheless have material liabilities for past activities of acquired
hospitals.
STATE EFFORTS TO REGULATE THE SALE OF HOSPITALS OPERATED BY NOT-FOR-PROFIT
ENTITIES COULD PREVENT US FROM ACQUIRING ADDITIONAL HOSPITALS AND EXECUTING OUR
BUSINESS STRATEGY.
Many states, including some where we have hospitals and others where we may in
the future acquire hospitals, have adopted legislation regarding the sale or
other disposition of hospitals operated by not-for-profit entities. In other
states that do not have specific legislation, the attorneys general have
demonstrated an interest in these transactions under their general obligations
to protect charitable assets from waste. These legislative and administrative
efforts focus primarily on the appropriate valuation of the assets divested and
the use of the proceeds of the sale by the non-profit seller. While these review
and, in some instances, approval processes can add additional time to the
closing of a hospital acquisition, we have not had any significant difficulties
or delays in completing acquisitions. However, future actions on the state level
could seriously delay or even prevent our ability to acquire hospitals.
STATE EFFORTS TO REGULATE THE CONSTRUCTION, ACQUISITION OR EXPANSION OF
HOSPITALS COULD PREVENT US FROM ACQUIRING ADDITIONAL HOSPITALS, RENOVATING OUR
FACILITIES OR EXPANDING THE BREADTH OF SERVICES WE OFFER.
Some states require prior approval for the construction or acquisition of
healthcare facilities and for the expansion of healthcare facilities and
services. In giving approval, these states consider the need for additional or
expanded healthcare facilities or services. In some states in which we operate,
we are required to obtain certificates of need, known as CONs, for capital
expenditures exceeding a prescribed amount, changes in bed capacity or services,
and some other matters. Other states may adopt similar legislation. We may not
be able to obtain the required CONs or other prior approvals for additional or
expanded facilities in the future. For example, in October 2003, our hospital in
Jackson, Tennessee, which we acquired earlier that year, lost a competitor's
long standing challenge of the CON originally granted in 1998 to provide
interventional cardiology and open heart surgery services. The challenge
concluded with the voiding of the previously issued CON and a discontinuation of
those services. The voiding of the CON did not have a material adverse impact on
our operations. In addition, at the time we acquire a hospital, we may agree to
replace or expand the facility we are acquiring. If we are not able to obtain
required prior approvals, we would not be able to acquire additional hospitals
and expand the breadth of services we offer.
IF WE ARE UNABLE TO EFFECTIVELY COMPETE FOR PATIENTS, LOCAL RESIDENTS COULD USE
OTHER HOSPITALS.
The hospital industry is highly competitive. In addition to the competition we
face for acquisitions and physicians, we must also compete with other hospitals
and healthcare providers for patients. The competition among hospitals and other
healthcare providers for patients has intensified in recent years. Our hospitals
are located in non-urban service areas. In approximately 85% of our markets, we
are the sole provider of general healthcare services. In most of our other
markets, the primary competitor is a not-for-profit hospital. These
not-for-profit hospitals generally differ in each jurisdiction. However, our
hospitals face competition from hospitals outside of their primary service area,
including hospitals in urban areas that provide more complex services. These
facilities generally are located in excess of 25 miles from our facilities.
Patients in our primary service areas may travel to these other hospitals for a
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variety of reasons. These reasons include physician referrals or the need for
services we do not offer. Patients who seek services from these other hospitals
may subsequently shift their preferences to those hospitals for the services we
provide.
Some of our hospitals operate in primary service areas where they compete with
one other hospital. One of our hospitals competes with more than one other
hospital in its primary service area. Some of these competing hospitals use
equipment and services more specialized than those available at our hospitals.
In addition, some competing hospitals are owned by tax-supported governmental
agencies or not-for-profit entities supported by endowments and charitable
contributions. These hospitals can make capital expenditures without paying
sales, property and income taxes. We also face competition from other
specialized care providers, including outpatient surgery, orthopedic, oncology
and diagnostic centers.
We expect that these competitive trends will continue. Our inability to compete
effectively with other hospitals and other healthcare providers could cause
local residents to use other hospitals.
THE FAILURE TO OBTAIN OUR MEDICAL SUPPLIES AT FAVORABLE PRICES COULD CAUSE OUR
OPERATING RESULTS TO DECLINE.
In November 2004, we entered into an affiliation agreement with HealthTrust
Purchasing Group, L.P., a group purchasing organization, or GPO, of which we are
a minority partner. GPOs attempt to obtain favorable pricing on medical supplies
with manufacturers and vendors who sometimes negotiate exclusive supply
arrangements in exchange for the discounts they give. Recently, some vendors who
are not GPO members have challenged these exclusive supply arrangements. In
addition, the U.S. Senate has held hearings with respect to GPOs and these
exclusive supply arrangements. To the extent these exclusive supply arrangements
are challenged or deemed unenforceable, we could incur higher costs for our
medical supplies obtained through HealthTrust. These higher costs could cause
our operating results to decline. There can be no assurance that our arrangement
with HealthTrust will provide the discounts we expect to achieve.
IF THE FAIR VALUE OF OUR REPORTING UNITS DECLINES, A MATERIAL NON-CASH CHARGE TO
EARNINGS FROM IMPAIRMENT OF OUR GOODWILL COULD RESULT.
Affiliates of Forstmann Little & Co. acquired our predecessor company in 1996
principally for cash. We recorded a significant portion of the purchase price as
goodwill. We have also recorded as goodwill a portion of the purchase price for
many of our subsequent hospital acquisitions. At September 30, 2005, we had
approximately $1.237 billion of goodwill recorded on our books. We expect to
recover the carrying value of this goodwill through our future cash flows. On an
ongoing basis, we evaluate, based on the fair value of our reporting units,
whether the carrying value of our goodwill is impaired. If the carrying value of
our goodwill is impaired, we may incur a material non-cash charge to earnings.
RISKS RELATED TO OUR INDUSTRY
IF FEDERAL OR STATE HEALTHCARE PROGRAMS OR MANAGED CARE COMPANIES REDUCE THE
PAYMENTS WE RECEIVE AS REIMBURSEMENT FOR SERVICES WE PROVIDE, OUR NET OPERATING
REVENUES MAY DECLINE.
In the nine months ended September 30, 2005, 42.8% of our net operating revenues
came from the Medicare and Medicaid programs. In recent years, federal and state
governments made significant changes in the Medicare and Medicaid programs,
including the Medicare Prescription Drug, Improvement and Modernization Act of
2003. Some of these changes have decreased the amount of money we receive for
our services relating to these programs.
In recent years, Congress and some state legislatures have introduced an
increasing number of other proposals to make major changes in the healthcare
system. Future federal and state legislation may further reduce the payments we
receive for our services. For example, the Governor of the State of Tennessee
recently announced plans to dissolve TennCare, a supplementary health care
program for poor, disabled and elderly persons. Subsequently, the Governor of
the State of Tennessee announced instead plans to cut costs in TennCare by
restricting eligibility and capping specified services. Certain of these plans
are currently under appeal, however, if fully implemented, these plans could
reduce payments for our services provided in the State of Tennessee.
In addition, insurance and managed care companies and other third parties from
whom we receive payment for our services increasingly are attempting to control
healthcare costs by requiring that hospitals discount payments for
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their services in exchange for exclusive or preferred participation in their
benefit plans. We believe that this trend may continue and may reduce the
payments we receive for our services.
IF WE FAIL TO COMPLY WITH EXTENSIVE LAWS AND GOVERNMENT REGULATIONS, INCLUDING
FRAUD AND ABUSE LAWS, WE COULD SUFFER PENALTIES OR BE REQUIRED TO MAKE
SIGNIFICANT CHANGES TO OUR OPERATIONS.
The healthcare industry is required to comply with many laws and regulations at
the federal, state, and local government levels. These laws and regulations
require that hospitals meet various requirements, including those relating to
the adequacy of medical care, equipment, personnel, operating policies and
procedures, maintenance of adequate records, compliance with building codes,
environmental protection and privacy. These laws include the Health Insurance
Portability and Accountability Act of 1996 and a section of the Social Security
Act, known as the "anti-kickback" statute. If we fail to comply with applicable
laws and regulations, including fraud and abuse laws, we could suffer civil or
criminal penalties, including the loss of our licenses to operate and our
ability to participate in the Medicare, Medicaid, and other federal and state
healthcare programs.
In addition, there are heightened coordinated civil and criminal enforcement
efforts by both federal and state government agencies relating to the healthcare
industry, including the hospital segment. The ongoing investigations relate to
various referral, cost reporting, and billing practices, laboratory and home
healthcare services, and physician ownership and joint ventures involving
hospitals.
In the future, different interpretations or enforcement of these laws and
regulations could subject our current practices to allegations of impropriety or
illegality or could require us to make changes in our facilities, equipment,
personnel, services, capital expenditure programs, and operating expenses.
A SHORTAGE OF QUALIFIED NURSES COULD LIMIT OUR ABILITY TO GROW AND DELIVER
HOSPITAL HEALTHCARE SERVICES IN A COST-EFFECTIVE MANNER.
Hospitals are currently experiencing a shortage of nursing professionals, a
trend which we expect to continue for some time. If the supply of qualified
nurses declines in the markets in which our hospitals operate, it may result in
increased labor expenses and lower operating margins at those hospitals. In
2003, for example, our contract labor expense as a percentage of net operating
revenue increased 0.5% primarily as a result of the additional use of
nursing-related contract labor. In addition, in some markets like California,
there are requirements to maintain specified nurse-staffing levels. To the
extent we cannot meet those levels, the healthcare services that we provide in
these markets may be reduced.
IF WE BECOME SUBJECT TO SIGNIFICANT LEGAL ACTIONS, WE COULD BE SUBJECT TO
SUBSTANTIAL UNINSURED LIABILITIES OR INCREASED INSURANCE COSTS.
In recent years, physicians, hospitals, and other healthcare providers have
become subject to an increasing number of legal actions alleging malpractice,
product liability, or related legal theories. Many of these actions involve
large claims and significant defense costs. To protect us from the cost of these
claims, we generally maintain professional malpractice liability insurance and
general liability insurance coverage in amounts and with deductibles that we
believe to be appropriate for our operations. However, our insurance coverage
may not cover all claims against us or may not continue to be available at a
reasonable cost for us to maintain adequate levels of insurance. The cost of
malpractice and other liability insurance increased in 2002 by 0.7%, in 2003 by
0.4%, and decreased in 2004 by 0.2% and decreased by 0.1% for the nine months
ended September 30, 2005 of net operating revenue. If these costs rise rapidly,
our profitability could decline. For a further discussion of our insurance
coverage, see our discussion of professional liability insurance claims in
"Management's discussion and analysis of financial condition and results of
operations."
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