Delaware | 001-15925 | 13-3893191 | ||
(State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
of incorporation) | Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240 .14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02 | Results of Operations and Financial Condition |
ITEM 7.01 | Regulation FD Disclosure |
ITEM 9.01 | Financial Statements and Exhibits |
99.1 | Community Health Systems, Inc. Press Release dated February 21, 2008. |
Date: February 21, 2008 | COMMUNITY HEALTH SYSTEMS, INC. (Registrant) |
|||
By: | /s/ Wayne T. Smith | |||
Wayne T. Smith | ||||
Chairman of the Board, President and Chief Executive Officer (principal executive officer) |
||||
By: | /s/ W. Larry Cash | |||
W. Larry Cash | ||||
Executive Vice President, Chief Financial Officer
and Director (principal financial officer) |
||||
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 February 21, 2008 |
3
Investor Contact:
|
W. Larry Cash | |
Executive Vice President | ||
and Chief Financial Officer | ||
(615) 465-7000 |
Three Months Ended | Year Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2007(c) | 2006 | 2007(c) | 2006 | |||||||||||||
Net operating revenues |
$ | 2,528,342 | $ | 1,104,527 | $ | 7,127,494 | $ | 4,180,136 | ||||||||
Adjusted EBITDA (d) |
$ | 188,058 | $ | 162,797 | $ | 827,032 | $ | 564,339 | ||||||||
Income (loss) from continuing operations |
$ | (70,649 | ) | $ | 54,904 | $ | 59,897 | $ | 177,695 | |||||||
Net income (loss) |
$ | (88,258 | ) | $ | 53,615 | $ | 30,289 | $ | 168,263 | |||||||
Income (loss) from continuing operations
per share basic |
$ | (0.75 | ) | $ | 0.59 | $ | 0.64 | $ | 1.87 | |||||||
Income (loss) from continuing operations
per share diluted |
$ | (0.75 | ) | $ | 0.58 | $ | 0.63 | $ | 1.85 | |||||||
Net income (loss) per share basic |
$ | (0.94 | ) | $ | 0.57 | $ | 0.32 | $ | 1.77 | |||||||
Net income (loss) per share diluted |
$ | (0.94 | ) | $ | 0.57 | $ | 0.32 | $ | 1.75 | |||||||
Weighted-average number of shares
outstanding basic |
93,664 | 93,539 | 93,517 | 94,984 | ||||||||||||
Weighted-average number of shares
outstanding diluted |
93,664 | 94,645 | 94,642 | 96,233 | ||||||||||||
Net cash provided by operating activities |
$ | 283,088 | $ | 82,204 | $ | 687,738 | $ | 350,255 |
For footnotes, see page 11. |
Three Months Ended | ||||||||||||||||
December 31, | ||||||||||||||||
2007 | 2006 | |||||||||||||||
% of Net | % of Net | |||||||||||||||
Operating | Operating | |||||||||||||||
Amount | Revenue | Amount | Revenue | |||||||||||||
Net operating revenues |
$ | 2,528,342 | 100.0 | % | $ | 1,104,527 | 100.0 | % | ||||||||
Operating costs and expenses: |
||||||||||||||||
Salaries and benefits |
1,055,942 | 41.8 | % | 442,128 | 40.0 | % | ||||||||||
Provision for bad debts |
361,130 | 14.3 | % | 124,106 | 11.2 | % | ||||||||||
Supplies |
365,198 | 14.4 | % | 125,628 | 11.4 | % | ||||||||||
Other operating expenses |
512,261 | 20.3 | % | 225,144 | 20.4 | % | ||||||||||
Rent |
56,601 | 2.2 | % | 24,724 | 2.3 | % | ||||||||||
Depreciation and amortization |
115,104 | 4.5 | % | 46,399 | 4.2 | % | ||||||||||
Total operating costs and expenses |
2,466,236 | 97.5 | % | 988,129 | 89.5 | % | ||||||||||
Income from operations |
62,106 | 2.5 | % | 116,398 | 10.5 | % | ||||||||||
Interest expense, net |
171,756 | 6.8 | % | 27,177 | 2.4 | % | ||||||||||
Loss from early extinguishment of debt |
97 | 0.0 | % | | 0.0 | % | ||||||||||
Minority interest in earnings |
9,807 | 0.4 | % | 1,126 | 0.1 | % | ||||||||||
Equity in earnings of unconsolidated affiliates |
(10,848 | ) | -0.4 | % | | 0.0 | % | |||||||||
Income (loss) from continuing operations
before income (loss) taxes |
(108,706 | ) | -4.3 | % | 88,095 | 8.0 | % | |||||||||
Provision (benefit) for income taxes |
(38,057 | ) | 1.5 | % | 33,191 | 3.0 | % | |||||||||
Income (loss) from continuing operations |
(70,649 | ) | -2.8 | % | 54,904 | 5.0 | % | |||||||||
Discontinued operations, net of taxes: |
||||||||||||||||
Loss from operations of hospitals held for
sale and sale of hospital (e) |
(1,496 | ) | -0.1 | % | (1,289 | ) | -0.1 | % | ||||||||
Loss on sale of hospital |
(16,113 | ) | -0.6 | % | | 0.0 | % | |||||||||
Loss on discontinued operations |
(17,609 | ) | -0.7 | % | (1,289 | ) | -0.1 | % | ||||||||
Net income (loss) |
$ | (88,258 | ) | -3.5 | % | $ | 53,615 | 4.9 | % | |||||||
Income (loss) from continuing operations
per share basic |
$ | (0.75 | ) | $ | 0.59 | |||||||||||
Income (loss) from continuing operations
per share diluted |
$ | (0.75 | ) | $ | 0.58 | |||||||||||
Net income (loss) per share basic |
$ | (0.94 | ) | $ | 0.57 | |||||||||||
Net income (loss) per share diluted |
$ | (0.94 | ) | $ | 0.57 | |||||||||||
Weighted-average number of shares outstanding: |
||||||||||||||||
Basic |
93,664 | 93,539 | ||||||||||||||
Diluted |
93,664 | 94,645 | ||||||||||||||
Weighted-average number of shares outstanding basic |
93,664 | 93,539 | ||||||||||||||
Add effect of dilutive securities: |
||||||||||||||||
Stock awards |
| 1,106 | ||||||||||||||
Weighted-average number of shares
outstanding diluted |
93,664 | 94,645 | ||||||||||||||
For footnotes, see page 11. |
Year Ended | ||||||||||||||||
December 31, | ||||||||||||||||
2007 | 2006 | |||||||||||||||
% of Net | % of Net | |||||||||||||||
Operating | Operating | |||||||||||||||
Amount | Revenue | Amount | Revenue | |||||||||||||
Net operating revenues |
$ | 7,127,494 | 100.0 | % | $ | 4,180,136 | 100.0 | % | ||||||||
Operating costs and expenses: |
||||||||||||||||
Salaries and benefits |
2,894,977 | 40.6 | % | 1,661,619 | 39.7 | % | ||||||||||
Provision for bad debts |
897,285 | 12.6 | % | 518,861 | 12.4 | % | ||||||||||
Supplies |
944,768 | 13.3 | % | 487,778 | 11.7 | % | ||||||||||
Other operating expenses |
1,432,998 | 20.1 | % | 855,596 | 20.5 | % | ||||||||||
Rent |
155,566 | 2.2 | % | 91,943 | 2.2 | % | ||||||||||
Depreciation and amortization |
316,215 | 4.4 | % | 179,282 | 4.3 | % | ||||||||||
Total operating costs and expenses |
6,641,809 | 93.2 | % | 3,795,079 | 90.8 | % | ||||||||||
Income from operations |
485,685 | 6.8 | % | 385,057 | 9.2 | % | ||||||||||
Interest expense, net |
364,533 | 5.1 | % | 94,411 | 2.3 | % | ||||||||||
Loss from early extinguishment of debt |
27,388 | 0.4 | % | 4 | 0.0 | % | ||||||||||
Minority interest in earnings |
15,996 | 0.3 | % | 2,795 | 0.0 | % | ||||||||||
Equity in earnings of unconsolidated affiliates |
(25,132 | ) | -0.4 | % | | 0.0 | % | |||||||||
Income from continuing operations
before income taxes |
102,900 | 1.4 | % | 287,847 | 6.9 | % | ||||||||||
Provision for income taxes |
43,003 | 0.6 | % | 110,152 | 2.6 | % | ||||||||||
Income from continuing operations |
59,897 | 0.8 | % | 177,695 | 4.3 | % | ||||||||||
Discontinued operations, net of taxes: |
||||||||||||||||
Loss from operations of hospitals held for sale
and sale of hospital and partnership interest (e) |
(11,067 | ) | -0.2 | % | (6,873 | ) | -0.2 | % | ||||||||
Loss on sale of hospital and partnership interest |
(18,541 | ) | -0.2 | % | (2,559 | ) | -0.1 | % | ||||||||
Loss on discontinued operations |
(29,608 | ) | -0.4 | % | (9,432 | ) | -0.3 | % | ||||||||
Net income |
$ | 30,289 | 0.4 | % | $ | 168,263 | 4.0 | % | ||||||||
Income from continuing operations per share-basic |
$ | 0.64 | $ | 1.87 | ||||||||||||
Income from continuing operations per share-diluted |
$ | 0.63 | $ | 1.85 | ||||||||||||
Net income per share basic |
$ | 0.32 | $ | 1.77 | ||||||||||||
Net income per share diluted |
$ | 0.32 | $ | 1.75 | ||||||||||||
Weighted-average number of shares
outstanding: |
||||||||||||||||
Basic |
93,517 | 94,984 | ||||||||||||||
Diluted |
94,642 | 96,233 | ||||||||||||||
Net Income per share calculation: |
||||||||||||||||
Net income |
$ | 30,289 | $ | 168,263 | ||||||||||||
Add Convertible notes interest, net of taxes |
| 135 | ||||||||||||||
Adjusted net income |
$ | 30,289 | $ | 168,398 | ||||||||||||
Weighted-average number of shares
outstanding basic |
93,517 | 94,984 | ||||||||||||||
Add effect of dilutive securities: |
||||||||||||||||
Stock awards |
1,125 | 1,104 | ||||||||||||||
Convertible notes |
| 145 | ||||||||||||||
Weighted-average number of shares
outstanding diluted |
94,642 | 96,233 | ||||||||||||||
For footnotes, see page 11. |
For the Three Months Ended December 31, | ||||||||||||||||||||||||
Consolidated | Same-Store | |||||||||||||||||||||||
2007 | 2006 | % Change | 2007 | 2006 | % Change | |||||||||||||||||||
Number of hospitals (at end of period) |
115 | 70 | 112 | 112 | ||||||||||||||||||||
Licensed beds (at end of period) |
16,971 | 8,406 | 16,434 | 16,544 | ||||||||||||||||||||
Beds in service (at end of period) |
14,604 | 6,753 | 14,159 | 14,066 | ||||||||||||||||||||
Admissions |
163,107 | 80,723 | 102.1 | % | 157,836 | 159,293 | -0.9 | % | ||||||||||||||||
Adjusted admissions |
293,186 | 149,735 | 95.8 | % | 282,674 | 280,431 | 0.8 | % | ||||||||||||||||
Patient days |
694,373 | 325,669 | 113.2 | % | 672,248 | 690,981 | -2.7 | % | ||||||||||||||||
Average length of stay (days) |
4.3 | 4.0 | 4.3 | 4.3 | ||||||||||||||||||||
Occupancy rate (average beds in service) |
51.7 | % | 53.0 | % | 51.9 | % | 53.7 | % | ||||||||||||||||
Net operating revenues |
$ | 2,528,342 | $ | 1,104,527 | 128.9 | % | $ | 2,433,261 | $ | 2,394,949 | 1.6 | %(a) | ||||||||||||
Net inpatient revenue as a % of
total net operating revenues |
49.5 | % | 50.3 | % | 49.7 | % | 51.2 | % | ||||||||||||||||
Net outpatient revenue as a % of
total net operating revenues |
47.9 | % | 48.6 | % | 47.6 | % | 45.6 | % | ||||||||||||||||
Income from operations |
$ | 62,106 | $ | 116,398 | -46.6 | % | $ | 62,477 | $ | 201,710 | -69.0 | % | ||||||||||||
Income from
operations as a % of net operating revenues |
2.5 | % | 10.5 | % | 2.6 | % | 8.4 | % | ||||||||||||||||
Depreciation and amortization |
$ | 115,104 | $ | 46,399 | $ | 111,399 | $ | 108,130 | ||||||||||||||||
Equity in earnings of unconsolidated
affiliates |
$ | 10,848 | $ | | $ | 10,850 | $ | 12,351 | ||||||||||||||||
Liquidity Data: |
||||||||||||||||||||||||
Adjusted EBITDA |
$ | 188,058 | $ | 162,797 | 15.5 | % | ||||||||||||||||||
Adjusted EBITDA as a % of net
operating revenues |
7.4 | % | 14.7 | % | ||||||||||||||||||||
Net cash provided by operating activities |
$ | 283,088 | $ | 82,204 | ||||||||||||||||||||
Net cash provided by operating activities as
a % of net operating revenue |
11.2 | % | 7.4 | % |
| Continuing operating results and statistical data exclude discontinued operations for all periods presented. | |
| Same-store operating results and statistical data include comparable information for hospitals acquired in the Triad acquisition for the months of August through December 2007 and 2006. | |
| Operating results include the change in estimates related to accounts receivable as discussed on page 1. | |
(a) | Excluding change in estimates related to accounts receivable, same-store net operating revenues would have increased 5.6%. |
For the Year Ended December 31, | ||||||||||||||||||||||||
Consolidated | Same-Store | |||||||||||||||||||||||
2007 | 2006 | % Change | 2007 | 2006 | % Change | |||||||||||||||||||
Number of hospitals (at end of period) |
115 | 70 | 112 | 112 | ||||||||||||||||||||
Licensed beds (at end of period) |
16,971 | 8,406 | 16,434 | 16,544 | ||||||||||||||||||||
Beds in service (at end of period) |
14,604 | 6,753 | 14,159 | 14,066 | ||||||||||||||||||||
Admissions |
463,212 | 307,964 | 50.4 | % | 434,317 | 439,056 | -1.1 | % | ||||||||||||||||
Adjusted admissions |
848,707 | 570,969 | 48.6 | % | 792,190 | 789,184 | 0.4 | % | ||||||||||||||||
Patient days |
1,941,887 | 1,264,256 | 53.6 | % | 1,824,399 | 1,872,581 | -2.6 | % | ||||||||||||||||
Average length of stay (days) |
4.2 | 4.1 | 4.2 | 4.3 | ||||||||||||||||||||
Occupancy rate (average beds in service) |
52.4 | % | 54.3 | % | 52.6 | % | 54.4 | % | ||||||||||||||||
Net operating revenues |
$ | 7,127,494 | $ | 4,180,136 | 70.5 | % | $ | 6,571,528 | $ | 6,308,656 | 4.2 | %(a) | ||||||||||||
Net inpatient revenue as a % of
total net operating revenues |
49.3 | % | 50.0 | % | 49.5 | % | 50.9 | % | ||||||||||||||||
Net outpatient revenue as a % of
total net operating revenues |
48.6 | % | 48.8 | % | 48.4 | % | 46.7 | % | ||||||||||||||||
Income from operations |
$ | 485,685 | $ | 385,057 | 26.1 | % | $ | 460,110 | $ | 550,519 | -16.4 | % | ||||||||||||
Income from operations as a
% of net operating revenues |
6.8 | % | 9.2 | % | 7.0 | % | 8.7 | % | ||||||||||||||||
Depreciation and amortization |
$ | 316,215 | $ | 179,282 | $ | 293,977 | $ | 279,485 | ||||||||||||||||
Equity in earnings of unconsolidated
affiliates |
$ | 25,132 | $ | | $ | 23,627 | $ | 20,105 | ||||||||||||||||
Liquidity Data: |
||||||||||||||||||||||||
Adjusted EBITDA |
$ | 827,032 | $ | 564,339 | 46.5 | % | ||||||||||||||||||
Adjusted EBITDA as a % of net
operating revenues |
11.6 | % | 13.5 | % | ||||||||||||||||||||
Net cash provided by operating activities |
$ | 687,738 | $ | 350,255 | ||||||||||||||||||||
Net cash provided by operating activities as
a % of net operating revenue |
9.6 | % | 8.4 | % |
| Continuing operating results and statistical data exclude discontinued operations for all periods presented. | |
| Same-store operating results and statistical data include comparable information for hospitals acquired in the Triad acquisition for the months of August through December 2007 and 2006. | |
| Operating results include the change in estimates related to accounts receivable as discussed on page 1. | |
(a) | Excluding change in estimates related to accounts receivable, same-store net operating revenues would have increased 5.7%. |
December 31, | December 31, | |||||||
2007 | 2006 | |||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 132,874 | $ | 40,566 | ||||
Patient accounts receivable, net of allowance for doubtful accounts of $1,033,516
and $478,565 at December 31, 2007 and December 31, 2006, respectively |
1,533,798 | 773,984 | ||||||
Supplies |
262,903 | 113,320 | ||||||
Prepaid income taxes |
99,417 | | ||||||
Deferred income taxes |
113,741 | 13,249 | ||||||
Prepaid expenses and taxes |
70,339 | 32,385 | ||||||
Other current assets |
339,826 | 47,880 | ||||||
Total current assets |
2,552,898 | 1,021,384 | ||||||
Property and equipment |
6,201,911 | 2,630,366 | ||||||
Less accumulated depreciation and amortization |
(689,337 | ) | (643,789 | ) | ||||
Property and equipment, net |
5,512,574 | 1,986,577 | ||||||
Goodwill |
4,247,714 | 1,336,525 | ||||||
Other assets, net |
1,180,457 | 162,093 | ||||||
Total assets |
$ | 13,493,643 | $ | 4,506,579 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities |
||||||||
Current maturities of long-term debt |
$ | 20,710 | $ | 35,396 | ||||
Accounts payable |
492,693 | 247,747 | ||||||
Current income taxes payable |
| 7,626 | ||||||
Accrued interest |
153,832 | 7,122 | ||||||
Accrued liabilities |
780,700 | 277,392 | ||||||
Total current liabilities |
1,447,935 | 575,283 | ||||||
Long-term debt |
9,077,367 | 1,905,781 | ||||||
Deferred income taxes |
407,947 | 141,472 | ||||||
Other long-term liabilities |
849,590 | 160,370 | ||||||
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;
96,611,085 shares issued and 95,635,536 shares outstanding
at December 31, 2007 and 95,026,494 shares issued and 94,050,945 shares
outstanding at December 31, 2006 |
966 | 950 | ||||||
Additional paid-in capital |
1,240,308 | 1,195,947 | ||||||
Treasury stock, at cost, 975,549 shares at December 31, 2007 and
December 31, 2006 |
(6,678 | ) | (6,678 | ) | ||||
Accumulated other comprehensive income (loss) |
(81,737 | ) | 5,798 | |||||
Retained earnings |
557,945 | 527,656 | ||||||
Total stockholders equity |
1,710,804 | 1,723,673 | ||||||
Total liabilities and stockholders equity |
$ | 13,493,643 | $ | 4,506,579 | ||||
For footnotes, see page 11. |
Year Ended | ||||||||
December 31, | ||||||||
2007 | 2006 | |||||||
Cash flows from operating activities |
||||||||
Net income |
$ | 30,289 | $ | 168,263 | ||||
Adjustments to reconcile net income to net cash provided by
operating activities: |
||||||||
Depreciation and amortization |
332,580 | 188,771 | ||||||
Deferred income taxes |
(39,894 | ) | (25,228 | ) | ||||
Minority interest in earnings |
15,996 | 2,795 | ||||||
Stock-based compensation expense |
38,771 | 20,073 | ||||||
Excess tax benefits relating to stock-based compensation |
(1,216 | ) | (6,819 | ) | ||||
Impairment on hospital held for sale |
19,044 | | ||||||
Loss on early extinguishment of debt |
27,388 | | ||||||
Loss on sale of hospitals and partnership interest |
3,954 | 3,937 | ||||||
Other non-cash expenses, net |
19,017 | 500 | ||||||
Changes in operating assets and liabilities, net of effects of acquisitions
and divestitures: |
||||||||
Patient accounts receivable |
131,300 | (71,141 | ) | |||||
Supplies, prepaid expenses and other current assets |
(31,977 | ) | (4,544 | ) | ||||
Accounts payable, accrued liabilities and income taxes |
125,959 | 52,151 | ||||||
Other |
16,527 | 21,497 | ||||||
Net cash provided by operating activities |
687,738 | 350,255 | ||||||
Cash flows from investing activities |
||||||||
Acquisitions of facilities and other related equipment |
(7,018,048 | ) | (384,618 | ) | ||||
Purchases of property and equipment |
(522,785 | ) | (224,519 | ) | ||||
Disposition of hospitals and other ancillary operations |
109,996 | 750 | ||||||
Proceeds from sale of equipment |
4,650 | 4,480 | ||||||
Increase in other assets |
(72,671 | ) | (36,350 | ) | ||||
Net cash used in investing activities |
(7,498,858 | ) | (640,257 | ) | ||||
Cash flows from financing activities |
||||||||
Proceeds from exercise of stock options |
8,214 | 14,573 | ||||||
Excess tax benefits relating to stock-based compensation |
1,216 | 6,819 | ||||||
Stock buy-back |
| (176,316 | ) | |||||
Deferred financing costs |
(182,954 | ) | (2,153 | ) | ||||
Redemption of convertible notes |
| (128 | ) | |||||
Proceeds from minority investors in joint ventures |
2,351 | 6,890 | ||||||
Redemption of minority investments in joint ventures |
(1,356 | ) | (915 | ) | ||||
Distributions to minority investors in joint ventures |
(6,645 | ) | (3,220 | ) | ||||
Borrowings under credit agreement |
9,221,627 | 1,031,000 | ||||||
Repayments of long-term indebtedness |
(2,139,025 | ) | (650,090 | ) | ||||
Net cash provided by financing activities |
6,903,428 | 226,460 | ||||||
Net change in cash and cash equivalents |
92,308 | (63,542 | ) | |||||
Cash and cash equivalents at beginning of period |
40,566 | 104,108 | ||||||
Cash and cash equivalents at end of period |
$ | 132,874 | $ | 40,566 | ||||
For footnotes, see page 11. |
(a) | Continuing operating results exclude discontinued operations for all periods presented. |
(b) | We updated our analysis of the fair value of the assets and liabilities acquired in the Triad acquisition and revised our purchase price allocation of the Triad acquisition based upon the most current estimates. This purchase price allocation remains preliminary and material adjustments to the fair value of assets, liabilities and goodwill may result upon completion of our analyses. |
(c) | The effective date of the Triad acquisition was July 25, 2007. |
(d) | EBITDA consists of net income (loss) before interest, income taxes, and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted to exclude discontinued operations, loss from early extinguishment of debt 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 three months and years ended December 31, 2007 and 2006 (in thousands): |
Three Months Ended | Year Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2007 | 2006 | 2007 | 2006 | |||||||||||||
Adjusted EBITDA |
$ | 188,058 | $ | 162,797 | $ | 827,032 | $ | 564,339 | ||||||||
Interest expense, net |
(171,756 | ) | (27,177 | ) | (364,533 | ) | (94,411 | ) | ||||||||
Provision for income taxes |
38,057 | (33,191 | ) | (43,003 | ) | (110,152 | ) | |||||||||
Loss from operations of hospital held for sale
and sale of partnership interest, net of taxes |
(1,496 | ) | (1,289 | ) | (11,067 | ) | (6,873 | ) | ||||||||
Other non-cash expenses, net |
11,134 | (16,749 | ) | 37,500 | (611 | ) | ||||||||||
Net changes in operating assets and liabilities,
net of effects of acquisitions |
219,091 | (2,187 | ) | 241,809 | (2,037 | ) | ||||||||||
Net cash provided by operating activities |
$ | 283,088 | $ | 82,204 | $ | 687,738 | $ | 350,255 | ||||||||
(e) | Included in discontinued operations are the following: |
| The Companys partnership interest in River West L.P., which limited partnership owned and operated River West Medical Center (80 licensed beds) located in Plaquemine, Louisiana (which partnership interest was sold effective September 1, 2007); |
| Northeast Arkansas Medical Center (104 licensed beds) located in Jonesboro, Arkansas and Barberton Citizens Hospital (312 licensed beds) located in Barberton, Ohio, which were sold during the fourth quarter of 2007; |
| Russell County Medical Center (78 licensed beds) located in Lebanon, Virginia, which was sold on February 1, 2008; and |
| Eleven hospitals with an aggregate total of 1,612 licensed beds, which are classified as held for sale. |
- MORE -
2008 | ||||
Projection | ||||
Range | ||||
Net operating revenues (in millions) |
$ | 11,000 to $11,300 | ||
Adjusted EBITDA (in millions) |
$1,570 to $1,600 | |||
Income from continuing operations per share diluted |
$2.25 to $2.45 | |||
Same hospitals annual admissions/adjusted admissions growth |
0.5% to 1.5% | |||
Same hospitals annual revenue growth |
4.5% to 5.5% | |||
Weighted average diluted shares (in millions) |
95.0 to 96.0 | |||
Income from Continuing Operations Per Share Diluted |
||||
1st quarter ending March 31 |
$0.50 to $0.55 | |||
2nd quarter ending June 30 |
$0.54 to $0.60 | |||
3rd quarter ending September 30 |
$0.57 to $0.62 | |||
4th quarter ending December 31 |
$0.64 to $0.68 |
| Includes the previously announced acquisition of Empire Health Services, located in Spokane, Washington, which is expected to occur in the third quarter of 2008. No additional acquisitions are assumed. |
| Other than the sale of the hospitals held for sale which have already been announced, one additional divestiture has been assumed in this guidance. |
| During the first quarter of 2008, the Company began a process to start the discounting of gross billing charges to self-pay patients. This policy change primarily applies to hospitals owned prior to the Triad acquisition and the Company does not expect the result of this policy change to significantly affect the Companys operating income, as it expects reduced revenues from self-pay patients will be offset by anticipated reduced bad debt expense. The 2008 net operating revenues projection range reflects the estimated impact of this discounting policy. Expressed as a percentage of net operating revenues, the provision for bad debts is projected to be approximately 11.2% to 11.7% for 2008. These percentages may vary depending on changes in payor mix. |
| Expressed as a percent of net operating revenues, depreciation and amortization is projected to be approximately 4.5% to 4.8% for 2008; however, this is a fixed cost and the percentages may vary as revenue varies. Due to the continuing analysis related to the determination of the fair values of assets acquired in connection with the Triad and other acquisitions (U.S. GAAP permits up to one year to complete such analyses), any changes in the Companys current estimates may result in changes to depreciation and amortization expense projections. |
| For the purpose of providing 2008 interest expense guidance, the Company assumes that the LIBOR rate for borrowing under the Companys $7.215 billion Senior Secured Credit Facility in 2008 will remain relatively stable to the current LIBOR rate for calendar year 2008. Several interest swap agreements expire in 2008. Since the swap agreements that will replace the expiring swap agreements have terms that are less favorable to the Company, the |
| Expressed as a percentage of net operating revenues, minority interest in earnings is projected to be approximately 0.3% to 0.5% for 2008. |
| On December 13, 2006, the Company announced a new 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 has commenced 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. No shares have been purchased under this new repurchase plan and no significant share purchases have been assumed for 2008. |
| Included in the above guidance is an assumed estimated pre-tax gain of $6.0 million to $8.0 million with an after-tax impact of $4.0 million to $5.0 million, or $0.04 to $0.05 per share (diluted), related to the projected sale during the first half of 2008 of excess land currently held by the Company. |
| Expressed as a percentage of income before income taxes, provision for income tax is projected to be approximately 38.4% to 39.4% for 2008. |
| Capital expenditures are projected as follows (in millions): |
2008 | ||||
Guidance | ||||
Total |
$ | 775 to $800 |
| The following table reconciles adjusted EBITDA, as presented in the guidance shown on page 12, to the Companys estimated net cash provided by operating activities (in millions): |
2008 | ||||||||||||
Adjusted EBITDA |
$ | 1,570 | to | $ | 1,600 | |||||||
Taxes and interest expense |
(810 | ) | to | (825 | ) | |||||||
Other non-cash expenses and net changes in
operating assets and liabilities |
(10 | ) | to | 25 | ||||||||
Net cash provided by operating activities |
$ | 750 | to | $ | 800 | |||||||
| Included in the above guidance for the fourth quarter ending December 31, 2008, is the estimated impact relative to an expected full market basket index increase under the Medicare inpatient prospective payment system coupled with modifications to the Medicare inpatient diagnosis related groups. |
| The Companys guidance does not take into account any resolution of the previously disclosed allegation by the Civil Division of the U.S. Department of Justice that the Company and three of our New Mexico hospitals have caused the State of New Mexico to submit improper claims for federal funds in violation of the Civil False Claims Act. In a letter dated January 22, 2008, the Civil Division notified us that based on its investigation, it has calculated that these three hospitals received ineligible federal participation payments from August 2000 to June 2006 of approximately $27.5 million. The Civil Division advised us that were it to proceed to trial, it would seek treble damages plus an appropriate penalty for each of the violations of the False Claims Act. Discussions are continuing with the Civil Division in an effort to resolve this matter. The Company continues to believe that it has not violated the Federal False Claims Act in the manner described in the governments letter of January 22, 2008. |
- MORE -
| general economic and business conditions, both nationally and in the regions in which we operate; |
| our ability to successfully integrate any acquisitions or to recognize expected synergies from such acquisitions, including the recently acquired former Triad hospitals; |
| risks associated with our substantial indebtedness, leverage and debt service obligations; |
| 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; |
| potential adverse impact of known and unknown government investigations; |
| 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; |
| increases in the amount and risk of collectibility of patient accounts receivable; |
| increases in wages as a result of inflation or competition for highly technical positions and rising supply costs 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 additional hospitals and complete the sale of hospitals held for sale; |
| our ability to obtain adequate levels of general and professional liability insurance; |
| 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. |