Delaware | 001-15925 | 13-3893191 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
Date: July 26, 2006 | COMMUNITY HEALTH SYSTEMS, INC. (Registrant) |
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By: | /s/ Wayne T. Smith | |||
Wayne T. Smith | ||||
Chairman of the Board, President and Chief Executive Officer (principal executive officer) |
||||
By: | /s/ W. Larry Cash | |||
W. Larry Cash | ||||
Executive Vice President, Chief
Financial Officer and Director (principal financial officer) |
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By: | /s/ T. Mark Buford | |||
T. Mark Buford | ||||
Vice President and Corporate Controller (principal accounting officer) |
2
Exhibit Number
|
Description | |
99.1
|
Press Release dated July 26, 2006 |
3
Investor Contact: | W. Larry Cash Executive Vice President and Chief Financial Officer (615) 465-7000 |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2006 | 2005 (a) | 2006 | 2005 (a) | |||||||||||||
Net operating revenues |
$ | 1,061,054 | $ | 918,718 | $ | 2,087,616 | $ | 1,826,981 | ||||||||
Adjusted EBITDA (e) |
$ | 156,744 | $ | 140,152 | $ | 315,202 | $ | 283,934 | ||||||||
Income from continuing operations |
$ | 52,369 | $ | 46,150 | $ | 109,623 | $ | 95,229 | ||||||||
Net income |
$ | 52,369 | $ | 40,528 | $ | 106,407 | $ | 76,516 | ||||||||
Income from continuing operations
per share-basic |
$ | 0.55 | (b) | $ | 0.52 | $ | 1.14 | (b) | $ | 1.08 | ||||||
Income from continuing operations
per share-diluted |
$ | 0.54 | (b) | $ | 0.49 | (c) | $ | 1.13 | (b) | $ | 1.01 | (c) | ||||
Net income per share basic |
$ | 0.55 | $ | 0.45 | $ | 1.11 | $ | 0.86 | ||||||||
Net income per share diluted |
$ | 0.54 | $ | 0.43 | (c) | $ | 1.09 | $ | 0.82 | (c) | ||||||
Weighted average number of shares
outstanding basic |
95,769 | 89,150 | 96,159 | 88,543 | ||||||||||||
Weighted average number of shares
outstanding diluted |
96,870 | 99,329 | (d) | 97,537 | (d) | 98,713 | (d) | |||||||||
Net cash provided by operating activities |
$ | 116,232 | $ | 127,686 | $ | 207,046 | $ | 276,396 |
(a) | Pursuant to Statement of Financial Accounting Standards (SFAS) No. 144, the Company has restated the second quarter and six months ended June 30, 2005 financial statements and statistical results to reflect the reclassification as discontinued operations of one hospital designated as being held-for-sale during the second quarter of 2005, which was subsequently sold in March of 2006. Four hospitals were previously classified as discontinued operations in 2005. | |
(b) | Includes additional compensation expense of $0.03 per share and $0.05 per share (diluted) for the second quarter and six months ended June 30, 2006, respectively, resulting from stock-based compensation calculated under SFAS No. 123(R) Share-Based Payment. The Company adopted SFAS No. 123(R) beginning January 1, 2006, using the modified prospective application transition method. | |
(c) | For purposes of calculating earnings per share for the quarter ended June 30, 2005, the convertible notes are dilutive and accordingly after tax interest expense of $2.2 million per quarter is excluded from the calculation of earnings and 8.6 million shares are added to the number of shares outstanding to calculate fully diluted earnings per share. | |
(d) | Adjusted to include assumed exercise of employee stock options and assumed conversion of convertible notes. As of June 30, 2006, all of the convertible notes have been redeemed. 8,569,593 shares of common stock of the Company were issued upon conversion of the outstanding notes and $0.4 million of the notes were redeemed in exchange for cash. There was no impact on earnings per share (diluted) as a result of this conversion since weighted average number of shares outstanding-diluted for the second quarter and six months ended June 30, 2005, included the shares issuable upon conversion of the convertible notes. |
(e) | EBITDA consists of income before interest, income taxes, and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted to exclude discontinued operations and minority interest in earnings. The Company has from time to time sold minority interests in certain of its subsidiaries or acquired subsidiaries with existing minority interest ownership positions. The Company believes that it is useful to present adjusted EBITDA because it excludes the portion of EBITDA attributable to these third party interests and clarifies for investors the Companys portion of EBITDA generated by continuing operations. The Company uses adjusted EBITDA as a measure of liquidity. The Company has included this measure because it believes it provides investors with additional information about the Companys ability to incur and service debt and make capital expenditures. Adjusted EBITDA is the basis for a key component in the determination of the Companys compliance with some of the covenants under the Companys senior secured credit facility, as well as to determine the interest rate and commitment fee payable under the senior secured credit facility. | |
Adjusted EBITDA is not a measurement of financial performance or liquidity under generally accepted accounting principles. It should not be considered in isolation or as a substitute for net income, operating income, cash flows from operating, investing or financing activities, or any other measure calculated in accordance with generally accepted accounting principles. The items excluded from adjusted EBITDA are significant components in understanding and evaluating financial performance and liquidity. This calculation of adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. | ||
The following table reconciles adjusted EBITDA, as defined, to net cash provided by operating activities as derived directly from the consolidated financial statements for the second quarter and six months ended June 30, 2006, and 2005 (in thousands): |
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
Adjusted EBITDA |
$ | 156,744 | $ | 140,152 | $ | 315,202 | $ | 283,934 | ||||||||
Interest expense, net |
(23,870 | ) | (23,012 | ) | (45,657 | ) | (45,793 | ) | ||||||||
Provision for income taxes |
(32,867 | ) | (29,390 | ) | (69,165 | ) | (60,628 | ) | ||||||||
Loss from operations of hospitals sold and
lease termination, net of taxes |
| (1,151 | ) | (657 | ) | (6,624 | ) | |||||||||
Depreciation and amortization of
discontinued operations |
| 709 | | 1,600 | ||||||||||||
Other non-cash expenses, net |
5,026 | 1,448 | 3,727 | 1,473 | ||||||||||||
Net changes in operating assets and
liabilities, net of effects of acquisitions |
11,199 | 38,930 | 3,596 | 102,434 | ||||||||||||
Net cash provided by operating activities |
$ | 116,232 | $ | 127,686 | $ | 207,046 | $ | 276,396 | ||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2006 | 2005 | 2006 | 2005 | |||||||||||||
Net operating revenues |
$ | 1,061,054 | $ | 918,718 | $ | 2,087,616 | $ | 1,826,981 | ||||||||
Operating expenses: |
||||||||||||||||
Salaries and benefits |
420,147 | 365,097 | 827,815 | 725,330 | ||||||||||||
Provision for bad debts |
115,704 | 91,582 | 223,295 | 184,633 | ||||||||||||
Supplies |
125,700 | 110,429 | 248,520 | 223,085 | ||||||||||||
Other operating expenses |
219,113 | 189,446 | 426,156 | 367,510 | ||||||||||||
Rent |
23,646 | 22,012 | 46,628 | 42,489 | ||||||||||||
Depreciation and amortization |
47,183 | 40,483 | 89,689 | 80,280 | ||||||||||||
Minority interests in earnings |
455 | 1,117 | 1,068 | 2,004 | ||||||||||||
Total expenses |
951,948 | 820,166 | 1,863,171 | 1,625,331 | ||||||||||||
Income from operations |
109,106 | 98,552 | 224,445 | 201,650 | ||||||||||||
Interest expense, net |
23,870 | 23,012 | 45,657 | 45,793 | ||||||||||||
Income from continuing operations
before income taxes |
85,236 | 75,540 | 178,788 | 155,857 | ||||||||||||
Provision for income taxes |
32,867 | 29,390 | 69,165 | 60,628 | ||||||||||||
Income from continuing operations |
52,369 | 46,150 | 109,623 | 95,229 | ||||||||||||
Discontinued operations, net of taxes; |
||||||||||||||||
Loss from operations |
| (1,151 | ) | (657 | ) | (6,624 | ) | |||||||||
Loss on sale of hospitals |
| (4,471 | ) | (2,559 | ) | (12,089 | ) | |||||||||
Loss on discontinued operations |
| (5,622 | ) | (3,216 | ) | (18,713 | ) | |||||||||
Net income |
$ | 52,369 | $ | 40,528 | $ | 106,407 | $ | 76,516 | ||||||||
Income from continuing operations per share-basic |
$ | 0.55 | $ | 0.52 | $ | 1.14 | $ | 1.08 | ||||||||
Income from continuing operations per share-diluted |
$ | 0.54 | $ | 0.49 | $ | 1.13 | $ | 1.01 | ||||||||
Net income per share basic |
$ | 0.55 | $ | 0.45 | $ | 1.11 | $ | 0.86 | ||||||||
Net income per share diluted |
$ | 0.54 | $ | 0.43 | $ | 1.09 | $ | 0.82 | ||||||||
Weighted average number of shares
outstanding: |
||||||||||||||||
Basic |
95,769 | 89,150 | 96,159 | 88,543 | ||||||||||||
Diluted |
96,870 | 99,329 | 97,537 | 98,713 | ||||||||||||
Net Income per share calculation: |
||||||||||||||||
Net income |
$ | 52,369 | $ | 40,528 | $ | 106,407 | $ | 76,516 | ||||||||
Add Convertible notes interest, net of taxes |
| 2,189 | 135 | 4,378 | ||||||||||||
Adjusted net income |
$ | 52,369 | $ | 42,717 | $ | 106,542 | $ | 80,894 | ||||||||
Weighted average number of shares
outstanding basic |
95,769 | 89,150 | 96,159 | 88,543 | ||||||||||||
Add effect of dilutive securities: |
||||||||||||||||
Stock awards |
1,101 | 1,597 | 1,085 | 1,588 | ||||||||||||
Convertible notes |
| 8,582 | 293 | 8,582 | ||||||||||||
Weighted average number of shares
outstanding diluted |
96,870 | 99,329 | 97,537 | 98,713 | ||||||||||||
For the Three Months Ended June 30, | ||||||||||||||||||||||||
Consolidated | Same-Store | |||||||||||||||||||||||
2006 | 2005 | % Change | 2006 | 2005 | % Change | |||||||||||||||||||
Number of hospitals (at end of period) |
75 | 67 | 67 | 67 | ||||||||||||||||||||
Licensed beds (at end of period) |
8,546 | 7,575 | 7,512 | 7,575 | ||||||||||||||||||||
Beds in service (at end of period) |
6,874 | 6,187 | 6,186 | 6,187 | ||||||||||||||||||||
Admissions |
78,248 | 70,844 | 10.5 | % | 71,634 | 70,844 | 1.1 | % | ||||||||||||||||
Adjusted admissions |
147,223 | 132,764 | 10.9 | % | 133,410 | 132,764 | 0.5 | % | ||||||||||||||||
Patient days |
321,573 | 293,320 | 9.6 | % | 297,178 | 293,320 | 1.3 | % | ||||||||||||||||
Average length of stay (days) |
4.1 | 4.1 | 4.1 | 4.1 | ||||||||||||||||||||
Occupancy rate (average beds in service) |
52.1 | % | 52.2 | % | 52.8 | % | 52.2 | % | ||||||||||||||||
Net operating revenues |
$ | 1,061,054 | $ | 918,718 | 15.5 | % | $ | 989,537 | $ | 918,815 | 7.7 | % | ||||||||||||
Net inpatient revenue as a % of
total net operating revenues |
49.8 | % | 50.4 | % | 50.0 | % | 50.4 | % | ||||||||||||||||
Net outpatient revenue as a % of
total net operating revenues |
48.9 | % | 48.4 | % | 48.7 | % | 48.4 | % | ||||||||||||||||
Income from operations |
$ | 109,106 | $ | 98,552 | 10.7 | % | $ | 106,301 | $ | 99,736 | 6.6 | % | ||||||||||||
Income from operations as a
% of net operating revenues |
10.3 | % | 10.7 | % | 10.7 | % | 10.9 | % | ||||||||||||||||
Depreciation and amortization |
$ | 47,183 | $ | 40,483 | $ | 43,628 | $ | 39,594 | ||||||||||||||||
Minority interest in earnings |
$ | 455 | $ | 1,117 | $ | 455 | $ | 1,117 | ||||||||||||||||
Liquidity Data: |
||||||||||||||||||||||||
Adjusted EBITDA |
$ | 156,744 | $ | 140,152 | 11.8 | % | ||||||||||||||||||
Adjusted EBITDA as a % of net
operating revenues |
14.8 | % | 15.3 | % | ||||||||||||||||||||
Net cash provided by operating activities |
$ | 116,232 | $ | 127,686 | ||||||||||||||||||||
Net cash provided by operating activities as
a % of net operating revenue |
11.0 | % | 13.9 | % |
Continuing operating results and statistical data exclude discontinued operations for all periods presented. |
For the Six Months Ended June 30, | ||||||||||||||||||||||||
Consolidated | Same-Store | |||||||||||||||||||||||
2006 | 2005 | % Change | 2006 | 2005 | % Change | |||||||||||||||||||
Number of hospitals (at end of period) |
75 | 67 | 67 | 67 | ||||||||||||||||||||
Licensed beds (at end of period) |
8,546 | 7,575 | 7,512 | 7,575 | ||||||||||||||||||||
Beds in service (at end of period) |
6,874 | 6,187 | 6,186 | 6,187 | ||||||||||||||||||||
Admissions |
157,214 | 146,334 | 7.4 | % | 145,337 | 146,334 | -0.7 | % | ||||||||||||||||
Adjusted admissions |
290,305 | 267,320 | 8.6 | % | 266,674 | 267,320 | -0.2 | % | ||||||||||||||||
Patient days |
654,822 | 612,819 | 6.9 | % | 607,444 | 612,819 | -0.9 | % | ||||||||||||||||
Average length of stay (days) |
4.2 | 4.2 | 4.2 | 4.2 | ||||||||||||||||||||
Occupancy rate (average beds in service) |
54.2 | % | 55.4 | % | 54.8 | % | 55.4 | % | ||||||||||||||||
Net operating revenues |
$ | 2,087,616 | $ | 1,826,981 | 14.3 | % | $ | 1,959,573 | $ | 1,826,968 | 7.3 | % | ||||||||||||
Net inpatient revenue as a % of
total net operating revenues |
50.3 | % | 51.2 | % | 50.4 | % | 51.2 | % | ||||||||||||||||
Net outpatient revenue as a % of
total net operating revenues |
48.4 | % | 47.7 | % | 48.3 | % | 47.7 | % | ||||||||||||||||
Income from operations |
$ | 224,445 | $ | 201,650 | 11.3 | % | $ | 222,179 | $ | 203,038 | 9.4 | % | ||||||||||||
Income from operations as a
% of net operating revenues |
10.8 | % | 11.0 | % | 11.3 | % | 11.1 | % | ||||||||||||||||
Depreciation and amortization |
$ | 89,689 | $ | 80,280 | $ | 83,972 | $ | 79,222 | ||||||||||||||||
Minority interest in earnings |
$ | 1,068 | $ | 2,004 | $ | 345 | $ | 2,004 | ||||||||||||||||
Liquidity Data: |
||||||||||||||||||||||||
Adjusted EBITDA |
$ | 315,202 | $ | 283,934 | 11.0 | % | ||||||||||||||||||
Adjusted EBITDA as a % of net
operating revenues |
15.1 | % | 15.5 | % | ||||||||||||||||||||
Net cash provided by operating activities |
$ | 207,046 | $ | 276,396 | ||||||||||||||||||||
Net cash provided by operating activities as
a % of net operating revenue |
9.9 | % | 15.1 | % |
Continuing operating results and statistical data exclude discontinued operations for all periods presented. |
June 30, | December 31, | |||||||
2006 | 2005 | |||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 24,157 | $ | 104,108 | ||||
Patient accounts receivable, net of allowance for doubtful accounts of $350,776
and $346,024 at June 30, 2006, and December 31, 2005, respectively |
727,688 | 656,029 | ||||||
Supplies |
102,874 | 95,200 | ||||||
Deferred income taxes |
4,128 | 4,128 | ||||||
Prepaid expenses and taxes |
31,188 | 33,377 | ||||||
Other current assets |
49,608 | 36,494 | ||||||
Total current assets |
939,643 | 929,336 | ||||||
Property and equipment |
2,335,763 | 2,128,639 | ||||||
Less accumulated depreciation and amortization |
(578,545 | ) | (517,648 | ) | ||||
Property and equipment, net |
1,757,218 | 1,610,991 | ||||||
Goodwill |
1,316,939 | 1,259,816 | ||||||
Other assets, net |
164,860 | 149,202 | ||||||
Total assets |
$ | 4,178,660 | $ | 3,949,345 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities |
||||||||
Current maturities of long-term debt |
$ | 20,621 | $ | 19,124 | ||||
Accounts payable |
197,010 | 189,940 | ||||||
Current income taxes payable |
50,289 | 19,811 | ||||||
Accrued interest |
6,877 | 8,591 | ||||||
Accrued liabilities |
258,989 | 215,064 | ||||||
Total current liabilities |
533,786 | 452,530 | ||||||
Long-term debt |
1,656,983 | 1,648,500 | ||||||
Deferred income taxes |
157,579 | 157,579 | ||||||
Other long-term liabilities |
132,013 | 126,159 | ||||||
Stockholders equity |
||||||||
Preferred stock, $.01 par value per share, 100,000,000 shares authorized,
none issued |
| | ||||||
Common stock, $.01 par value per share, 300,000,000 shares authorized;
95,832,809 shares issued and 94,857,260 shares outstanding
at June 30, 2006, and 94,539,837 shares issued and 93,564,288 shares
outstanding at December 31, 2005 |
958 | 945 | ||||||
Additional paid-in capital |
1,215,495 | 1,208,930 | ||||||
Treasury stock, at cost, 975,549 shares at June 30, 2006 and
December 31, 2005 |
(6,678 | ) | (6,678 | ) | ||||
Unearned stock-based compensation |
| (13,204 | ) | |||||
Accumulated other comprehensive income |
22,724 | 15,191 | ||||||
Retained earnings |
465,800 | 359,393 | ||||||
Total stockholders equity |
1,698,299 | 1,564,577 | ||||||
Total liabilities and stockholders equity |
$ | 4,178,660 | $ | 3,949,345 | ||||
Six Months Ended | ||||||||
June 30, | ||||||||
2006 | 2005 | |||||||
Cash flows from operating activities |
||||||||
Net income |
$ | 106,407 | $ | 76,516 | ||||
Adjustments to reconcile net income to net cash provided by
operating activities: |
||||||||
Depreciation and amortization |
89,689 | 81,880 | ||||||
Minority interest in earnings |
1,068 | 2,004 | ||||||
Equity-based compensation expense |
8,946 | 1,984 | ||||||
Loss on sale of hospitals |
3,937 | 6,295 | ||||||
Impairment on hospital held for sale |
| 6,718 | ||||||
Excess tax benefits relating to stock-based compensation |
(4,588 | ) | | |||||
Other non-cash expenses, net |
(635 | ) | (511 | ) | ||||
Changes in operating assets and liabilities, net of effects
of acquisitions and divestitures: |
||||||||
Patient accounts receivable |
(57,961 | ) | (16,717 | ) | ||||
Supplies, prepaid expenses and other current assets |
(93 | ) | (649 | ) | ||||
Accounts payable, accrued liabilities and income taxes |
69,988 | 90,867 | ||||||
Other |
(9,712 | ) | 28,009 | |||||
Net cash provided by operating activities |
207,046 | 276,396 | ||||||
Cash flows from investing activities |
||||||||
Acquisitions of facilities and other related equipment |
(178,015 | ) | (45,813 | ) | ||||
Purchases of property and equipment |
(94,194 | ) | (76,735 | ) | ||||
Disposition of hospitals |
750 | 51,861 | ||||||
Proceeds from sale of equipment |
74 | 2,155 | ||||||
Increase in other assets |
(24,382 | ) | (22,079 | ) | ||||
Net cash used in investing activities |
(295,767 | ) | (90,611 | ) | ||||
Cash flows from financing activities |
||||||||
Proceeds from exercise of stock options |
8,699 | 35,900 | ||||||
Excess tax benefits relating to stock-based compensation |
4,588 | | ||||||
Stock buy-back |
(137,666 | ) | (11,214 | ) | ||||
Deferred financing costs |
(16 | ) | (991 | ) | ||||
Redemption of convertible notes |
(128 | ) | | |||||
Proceeds from minority investors in joint ventures |
3,060 | 1,383 | ||||||
Redemption of minority investments in joint ventures |
(530 | ) | (317 | ) | ||||
Distributions to minority investors in joint ventures |
(1,977 | ) | (979 | ) | ||||
Borrowings under credit agreement |
176,000 | | ||||||
Repayments of long-term indebtedness |
(43,260 | ) | (19,701 | ) | ||||
Net cash provided by financing activities |
8,770 | 4,081 | ||||||
Net change in cash and cash equivalents |
(79,951 | ) | 189,866 | |||||
Cash and cash equivalents at beginning of period |
104,108 | 82,498 | ||||||
Cash and cash equivalents at end of period |
$ | 24,157 | $ | 272,364 | ||||
2005 | ||||||||
Actual Results | ||||||||
Adjusted | ||||||||
for Pro-forma Effect | Updated | |||||||
of Stock-Based | 2006 | |||||||
Compensation | Projection | |||||||
Expense | Range | |||||||
Net operating revenues (in millions) |
$ | 3,738 | $ | 4,275 to $4,325 | ||||
Adjusted EBITDA (in millions) |
$ | 556 | $ | 625 to $645 | ||||
Income from continuing operations per share diluted |
$ | 1.91 | $ | 2.17 to $2.22 | ||||
Same hospitals annual admissions growth |
2.1 | % | 1.0% to 2.0% | |||||
Weighted average diluted shares (in millions) |
98.6 | 96 to 97 | ||||||
Acquisitions of new hospitals |
5 | 6 to 7 | ||||||
Income from Continuing Operations Per Share Diluted: |
||||||||
1st quarter ended March 31 |
$ | 0.50 | $ | 0.58 (actual) | ||||
2nd quarter ended June 30 |
$ | 0.46 | $ | 0.54 (actual) | ||||
3rd quarter ending September 30 |
$ | 0.44 | $ | 0.50 to $0.51 | ||||
4th quarter ending December 31 |
$ | 0.51 | $ | 0.56 to $0.58 |
| On January 1, 2006, the Company adopted SFAS No. 123(R), using the modified prospective application transition method. For the year ending December 31, 2006, the Company anticipates recognizing stock based compensation expense of approximately $20 million, or $0.13 per diluted share, as compared to $5 million, or $0.03 per diluted share, recognized for the year ended December 31, 2005, under APB No. 25. Thus, the 2006 projected results do include additional stock based compensation expense of $15 million, or $0.10 per diluted share. For comparative purposes, the 2005 actual results have been restated to include pro-forma stock-based stock option compensation expense of $17.6 million, or $0.11 per share (diluted) as if SFAS No. 123(R) was adopted on January 1, 2005, and reflected in the Companys reported earnings for 2005. Adjusted EBITDA and income from continuing operations per share diluted, as reported in 2005 were $573.2 million and $2.02 per share, respectively. The quarterly income from continuing operations per share-diluted, as reported in 2005 were $0.52 (1st qtr.), $0.49 (2nd qtr.), $0.47 (3rd qtr.) and $0.54 (4th qtr.). | |
| Expressed as a percentage of net operating revenue, provision for bad debts is projected to be approximately 10.5% to 11.0% for 2006. | |
| Capital expenditures are as follows (in millions): |
Updated | ||||||||
Actual | Guidance | |||||||
2005 | 2006 | |||||||
Total |
$ | 200 | $ | 260 to $275 |
| Expressed as a percent of net operating revenues, total depreciation and amortization is projected to be approximately 4.2% to 4.6% for 2006; however, this is a fixed cost and the percentages may vary as revenue varies. The adoption on January 1, 2006, of FASB Interpretation No. 45-3 (Entitled Minimum Revenue Guarantees Granted to a Business or Its Owners), requiring the Company to begin capitalizing and amortizing certain elements of its physician recruitment costs, is not expected to have a material impact on earnings during 2006. | |
| Expressed as a percentage of income before income taxes, provision for income tax is projected to be approximately 38.3% to 38.7% for 2006. | |
. | The Company is exposed to London Inter-Bank Offer Rate (LIBOR) based interest rates, which have been increasing over the past two years. The following is a summary of the three-month LIBOR rates at various dates: |
December 31, 2003 |
1.15188 | % | ||
December 31, 2004 |
2.56438 | % | ||
December 31, 2005 |
4.53625 | % | ||
June 30, 2006 |
5.48063 | % |
To partially offset the rise in LIBOR rates, the Company is currently a party to ten separate interest swap agreements to limit the effect of changes in interest rates on a portion of the Companys long-term borrowings. On each of the swaps, the Company receives a variable rate of interest based on the three-month LIBOR, in exchange for the payment by the Company of a fixed rate of interest. Currently, the Company pays on a quarterly basis a margin above LIBOR of 175 basis points for revolver loans and term loans under the senior secured credit facility. For the purpose of providing 2006 projection range guidance, the Company has assumed that future LIBOR rates for borrowings under the Companys $1.625 billion Senior Secured Credit Facility will increase based on market quotations of the forward yield curve and other economic forecasts. | ||
| On December 16, 2005, the Company announced an open market repurchase program for up to five million shares of the Companys common stock not to exceed $200 million in purchases. This repurchase program commenced January 14, 2006, and will conclude at the earlier of three years or when the maximum number of shares has been repurchased or the maximum dollar amount has been reached. Through June 30, 2006, the Company had repurchased pursuant to this repurchase plan 3,824,800 shares at a weighted-average price of $35.95 per share. The maximum number of shares that may still be purchased under the repurchase program is 1,175,200. The remaining maximum dollar amount of shares that is permitted to be purchased under the Companys existing indebtedness is $41.0 million. The assumed interest expense and weighted average diluted shares set forth in this guidance reflect the impact of this stock repurchase program. | |
| The following table reconciles adjusted EBITDA, as defined, to the Companys estimated net cash provided by operating activities as presented in the guidance shown on page 11: |
2005 | ||||||||
Actual Results | ||||||||
Adjusted for | ||||||||
Pro-forma | Updated | |||||||
Stock-Based | 2006 Projection | |||||||
Compensation | Range | |||||||
Expense | (in millions) | |||||||
Adjusted EBITDA |
$ | 556 | $ | 625 to $645 | ||||
Taxes and interest expense |
(209 | ) | (226) to (235) | |||||
Other non-cash expenses and net changes in
operating assets and liabilities |
64 | 31 to 40 | ||||||
Net cash provided by operating activities |
$ | 411 | $ | 430 to $450 | ||||
| general economic and business conditions, both nationally and in the regions in which we operate; | |
| demographic changes; | |
| existing governmental regulations and changes in, or the failure to comply with, governmental regulations; | |
| legislative proposals for healthcare reform; | |
| 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; | |
| our ability, where appropriate, to enter into managed care provider arrangements and the terms of these arrangements; | |
| changes in inpatient or outpatient Medicare and Medicaid payment levels; | |
| uncertainty regarding the application of the Health Insurance Portability and Accountability Act of 1996 regulations; | |
| 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; | |
| liability and other claims asserted against us, including self-insured malpractice claims; | |
| competition; | |
| our ability to attract and retain qualified personnel, key management, physicians, nurses and other health care workers; | |
| trends toward treatment of patients in less acute or specialty healthcare settings, including ambulatory surgery centers or specialty hospitals; | |
| changes in medical or other technology; | |
| changes in generally accepted accounting principles; | |
| the availability and terms of capital to fund additional acquisitions or replacement facilities; | |
| our ability to successfully acquire and integrate additional hospitals; | |
| our ability to obtain adequate levels of general and professional liability insurance; | |
| potential adverse impact of known and unknown government investigations; | |
| timeliness of reimbursement payments received under government programs; and | |
| the other risk factors set forth in our public filings with the Securities and Exchange Commission. |