Delaware | 001-15925 | 13-3893191 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer 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 | ||||||||
SIGNATURES | ||||||||
Index to Exhibits | ||||||||
EX-99.1 |
2
Date: February 19, 2009 | 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) |
||||
3
COMMUNITY HEALTH SYSTEMS, INC. |
Investor Contact: | W. Larry Cash Executive Vice President and Chief Financial Officer (615) 465-7000 |
Three Months Ended | Year Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2008 | 2007 (h) | 2008 | 2007 (h) | |||||||||||||
Net operating revenues |
$ | 2,761,538 | $ | 2,490,454 | $ | 10,840,098 | $ | 7,063,775 | ||||||||
Adjusted EBITDA (c)(d) |
$ | 391,709 | $ | 181,101 | $ | 1,524,723 | $ | 814,980 | ||||||||
Income (loss) from continuing operations (d)(e)(f)(g) |
$ | 56,283 | $ | (71,870 | ) | $ | 206,658 | $ | 57,714 | |||||||
Net income (loss) |
$ | 59,900 | $ | (88,258 | ) | $ | 218,304 | $ | 30,289 | |||||||
Income (loss) from continuing operations per share: |
||||||||||||||||
Basic |
$ | 0.62 | $ | (0.77 | ) | $ | 2.21 | $ | 0.62 | |||||||
Diluted |
$ | 0.61 | $ | (0.77 | ) | $ | 2.19 | $ | 0.61 | |||||||
Net income (loss) per share: |
||||||||||||||||
Basic |
$ | 0.65 | $ | (0.94 | ) | $ | 2.34 | $ | 0.32 | |||||||
Diluted |
$ | 0.65 | $ | (0.94 | ) | $ | 2.32 | $ | 0.32 | |||||||
Weighted-average number of shares outstanding: |
||||||||||||||||
Basic |
91,515 | 93,664 | 93,372 | 93,517 | ||||||||||||
Diluted |
91,833 | 93,664 | 94,289 | 94,642 | ||||||||||||
Net cash provided by operating activities |
$ | 372,225 | $ | 283,088 | $ | 1,057,281 | $ | 687,738 |
For footnotes, see pages 11 and 12. |
Three Months Ended | ||||||||||||||||
December 31, | ||||||||||||||||
2008 | 2007 (h) | |||||||||||||||
% of Net | % of Net | |||||||||||||||
Operating | Operating | |||||||||||||||
Amount | Revenue | Amount | Revenue | |||||||||||||
Net operating revenues |
$ | 2,761,538 | 100.0 | % | $ | 2,490,454 | 100.0 | % | ||||||||
Operating costs and expenses: |
||||||||||||||||
Salaries and benefits |
1,102,807 | 39.9 | % | 1,044,334 | 41.9 | % | ||||||||||
Provision for bad debts |
316,354 | 11.5 | % | 353,568 | 14.2 | % | ||||||||||
Supplies |
388,547 | 14.1 | % | 360,055 | 14.5 | % | ||||||||||
Other operating expenses |
516,823 | 18.7 | % | 506,767 | 20.2 | % | ||||||||||
Rent |
55,279 | 2.0 | % | 55,477 | 2.3 | % | ||||||||||
Depreciation and amortization |
125,787 | 4.6 | % | 112,075 | 4.5 | % | ||||||||||
Total operating costs and expenses |
2,505,597 | 90.8 | % | 2,432,276 | 97.6 | % | ||||||||||
Income from operations |
255,941 | 9.2 | % | 58,178 | 2.4 | % | ||||||||||
Interest expense, net |
167,614 | 6.1 | % | 170,096 | 6.8 | % | ||||||||||
(Gain) loss from early extinguishment of debt |
(3,853 | ) | -0.1 | % | 97 | 0.0 | % | |||||||||
Minority interest in earnings |
10,625 | 0.3 | % | 9,418 | 0.4 | % | ||||||||||
Equity in earnings of unconsolidated affiliates |
(9,981 | ) | -0.4 | % | (10,848 | ) | -0.4 | % | ||||||||
Income (loss) from continuing operations
before income taxes |
91,536 | 3.3 | % | (110,585 | ) | -4.4 | % | |||||||||
Provision (benefit) for income taxes |
35,253 | 1.3 | % | (38,715 | ) | -1.5 | % | |||||||||
Income (loss) from continuing operations |
56,283 | 2.0 | % | (71,870 | ) | -2.9 | % | |||||||||
Discontinued operations, net of taxes: |
||||||||||||||||
Income (loss) from operations of hospitals sold and
hospitals held for sale (h)(i) |
6,867 | 0.3 | % | (275 | ) | 0.0 | % | |||||||||
Loss on sale of hospitals, net |
| 0.0 | % | (166 | ) | 0.0 | % | |||||||||
Impairment of long-lived assets of hospitals held for sale |
(3,250 | ) | -0.1 | % | (15,947 | ) | -0.6 | % | ||||||||
Income (loss) on discontinued operations |
3,617 | 0.2 | % | (16,388 | ) | -0.6 | % | |||||||||
Net income (loss) |
$ | 59,900 | 2.2 | % | $ | (88,258 | ) | -3.5 | % | |||||||
Income (loss) from continuing operations per common share: |
||||||||||||||||
Basic |
$ | 0.62 | $ | (0.77 | ) | |||||||||||
Diluted |
$ | 0.61 | $ | (0.77 | ) | |||||||||||
Net Income (loss) per common share: |
||||||||||||||||
Basic |
$ | 0.65 | $ | (0.94 | ) | |||||||||||
Diluted |
$ | 0.65 | $ | (0.94 | ) | |||||||||||
Weighted-average number of shares
outstanding: |
||||||||||||||||
Basic |
91,515 | 93,664 | ||||||||||||||
Diluted |
91,833 | 93,664 | ||||||||||||||
Weighted-average number of shares
outstanding basic |
91,515 | 93,664 | ||||||||||||||
Add effect of dilutive securities: |
||||||||||||||||
Stock awards |
318 | | ||||||||||||||
Weighted-average number of shares
outstanding diluted |
91,833 | 93,664 | ||||||||||||||
For footnotes, see pages 11 and 12. |
Year Ended | ||||||||||||||||
December 31, | ||||||||||||||||
2008 | 2007 (h) | |||||||||||||||
% of Net | % of Net | |||||||||||||||
Operating | Operating | |||||||||||||||
Amount | Revenue | Amount | Revenue | |||||||||||||
Net operating revenues |
$ | 10,840,098 | 100.0 | % | $ | 7,063,775 | 100.0 | % | ||||||||
Operating costs and expenses: |
||||||||||||||||
Salaries and benefits |
4,326,526 | 39.9 | % | 2,875,795 | 40.7 | % | ||||||||||
Provision for bad debts |
1,208,687 | 11.2 | % | 885,653 | 12.5 | % | ||||||||||
Supplies |
1,518,987 | 14.0 | % | 935,812 | 13.2 | % | ||||||||||
Other operating expenses |
2,073,713 | 19.1 | % | 1,422,972 | 20.3 | % | ||||||||||
Rent |
229,526 | 2.1 | % | 153,695 | 2.2 | % | ||||||||||
Depreciation and amortization |
499,085 | 4.6 | % | 311,122 | 4.4 | % | ||||||||||
Total operating costs and expenses |
9,856,524 | 90.9 | % | 6,585,049 | 93.3 | % | ||||||||||
Income from operations |
983,574 | 9.1 | % | 478,726 | 6.7 | % | ||||||||||
Interest expense, net |
651,925 | 6.0 | % | 361,773 | 5.1 | % | ||||||||||
(Gain) loss from early extinguishment of debt |
(2,525 | ) | 0.0 | % | 27,388 | 0.4 | % | |||||||||
Minority interest in earnings |
40,101 | 0.4 | % | 15,155 | 0.2 | % | ||||||||||
Equity in earnings of unconsolidated affiliates |
(42,064 | ) | -0.4 | % | (25,132 | ) | -0.4 | % | ||||||||
Income from continuing operations
before income taxes |
336,137 | 3.1 | % | 99,542 | 1.4 | % | ||||||||||
Provision for income taxes |
129,479 | 1.2 | % | 41,828 | 0.6 | % | ||||||||||
Income from continuing operations (d)(e)(f)(g) |
206,658 | 1.9 | % | 57,714 | 0.8 | % | ||||||||||
Discontinued operations, net of taxes: |
||||||||||||||||
Income (loss) from operations of hospitals sold and
hospitals held for sale (h)(i) |
5,316 | 0.0 | % | (8,884 | ) | -0.1 | % | |||||||||
Gain (loss) on sale of hospitals and partnership interest, net |
9,580 | 0.1 | % | (2,594 | ) | -0.1 | % | |||||||||
Impairment of long-lived assets of hospitals held for sale |
(3,250 | ) | 0.0 | % | (15,947 | ) | -0.2 | % | ||||||||
Income (loss) on discontinued operations |
11,646 | 0.1 | % | (27,425 | ) | -0.4 | % | |||||||||
Net income |
$ | 218,304 | 2.0 | % | $ | 30,289 | 0.4 | % | ||||||||
Income from continuing operations per common share: |
||||||||||||||||
Basic |
$ | 2.21 | $ | 0.62 | ||||||||||||
Diluted |
$ | 2.19 | $ | 0.61 | ||||||||||||
Net Income per common share: |
||||||||||||||||
Basic |
$ | 2.34 | $ | 0.32 | ||||||||||||
Diluted |
$ | 2.32 | $ | 0.32 | ||||||||||||
Weighted-average number of shares
outstanding: |
||||||||||||||||
Basic |
93,372 | 93,517 | ||||||||||||||
Diluted |
94,289 | 94,642 | ||||||||||||||
Weighted-average number of shares
outstanding basic |
93,372 | 93,517 | ||||||||||||||
Add effect of dilutive securities: |
||||||||||||||||
Stock awards |
917 | 1,125 | ||||||||||||||
Weighted-average number of shares
outstanding diluted |
94,289 | 94,642 | ||||||||||||||
For footnotes, see pages 11 and 12. |
For the Three Months Ended December 31, | ||||||||||||||||||||||||
Consolidated | Same-Store | |||||||||||||||||||||||
2008 | 2007 | % Change | 2008 | 2007 | % Change | |||||||||||||||||||
Number of hospitals (at end of period) |
118 | 115 | 116 | 115 | ||||||||||||||||||||
Licensed beds (at end of period) |
17,245 | 16,716 | 16,734 | 16,716 | ||||||||||||||||||||
Beds in service (at end of period) |
15,063 | 14,446 | 14,552 | 14,446 | ||||||||||||||||||||
Admissions |
163,664 | 160,678 | 1.9 | % | 159,241 | 160,678 | -0.9 | % | ||||||||||||||||
Adjusted admissions |
296,329 | 289,451 | 2.4 | % | 288,913 | 289,445 | -0.2 | % | ||||||||||||||||
Patient days |
693,614 | 683,686 | 1.5 | % | 672,379 | 683,686 | -1.7 | % | ||||||||||||||||
Average length of stay (days) |
4.2 | 4.3 | 4.2 | 4.3 | ||||||||||||||||||||
Occupancy rate (average beds in service) |
50.1 | % | 51.3 | % | 50.4 | % | 51.5 | % | ||||||||||||||||
Net operating revenues (h) |
$ | 2,761,538 | $ | 2,490,454 | 10.9 | % | $ | 2,674,020 | $ | 2,490,297 | 7.4 | % | ||||||||||||
Net inpatient revenue as a % of
total net operating revenues |
50.7 | % | 49.3 | % | 50.4 | % | 49.3 | % | ||||||||||||||||
Net outpatient revenue as a % of
total net operating revenues |
47.4 | % | 48.0 | % | 47.7 | % | 48.0 | % | ||||||||||||||||
Income from operations |
$ | 255,941 | $ | 58,178 | 339.9 | % | $ | 251,924 | $ | 59,807 | 321.2 | % | ||||||||||||
Income from operations as a
% of net operating revenues |
9.3 | % | 2.4 | % | 9.4 | % | 2.4 | % | ||||||||||||||||
Depreciation and amortization |
$ | 125,787 | $ | 112,075 | $ | 123,013 | $ | 112,019 | ||||||||||||||||
Equity in earnings of unconsolidated affiliates |
$ | 9,981 | $ | 10,848 | $ | 9,981 | $ | 10,847 | ||||||||||||||||
Liquidity Data: |
||||||||||||||||||||||||
Adjusted EBITDA (h) |
$ | 391,709 | $ | 181,101 | 116.3 | % | ||||||||||||||||||
Adjusted EBITDA as a % of net
operating revenues |
14.2 | % | 7.3 | % | ||||||||||||||||||||
Net cash provided by operating activities |
$ | 372,225 | $ | 283,088 | ||||||||||||||||||||
Net cash provided by operating activities as
a % of net operating revenue |
13.5 | % | 11.4 | % |
| For periods prior to the Companys July 25, 2007 acquisition of Triad Hospitals, Inc. (Triad), the consolidated operating results and statistical data reflect only Community Health Systems, Inc. and it subsidiaries. | |
| Continuing operating results and statistical data exclude discontinued operations for all periods presented. | |
For footnotes, see pages 11 and 12. |
- MORE -
For The Year Ended December 31, | ||||||||||||||||||||||||
Consolidated | Same-Store | |||||||||||||||||||||||
2008 | 2007 | % Change | 2008 | 2007 | % Change | |||||||||||||||||||
Number of hospitals (at end of period) |
118 | 115 | 116 | 115 | ||||||||||||||||||||
Licensed beds (at end of period) |
17,245 | 16,716 | 16,734 | 16,716 | ||||||||||||||||||||
Beds in service (at end of period) |
15,063 | 14,446 | 14,552 | 14,446 | ||||||||||||||||||||
Admissions |
663,328 | 459,046 | 44.5 | % | 651,211 | 638,635 | 2.0 | % | ||||||||||||||||
Adjusted admissions |
1,196,602 | 842,368 | 42.1 | % | 1,174,600 | 1,149,284 | 2.2 | % | ||||||||||||||||
Patient days |
2,808,247 | 1,923,457 | 46.0 | % | 2,754,336 | 2,763,735 | -0.3 | % | ||||||||||||||||
Average length of stay (days) |
4.2 | 4.2 | 4.2 | 4.3 | ||||||||||||||||||||
Occupancy rate (average beds in service) |
52.0 | % | 52.2 | % | 52.1 | % | 52.8 | % | ||||||||||||||||
Net operating revenues (h) |
$ | 10,840,098 | $ | 7,063,775 | 53.5 | % | $ | 10,620,627 | $ | 9,962,447 | 6.6 | % | ||||||||||||
Net inpatient revenue as a % of
total net operating revenues |
50.3 | % | 49.2 | % | 50.2 | % | 49.6 | % | ||||||||||||||||
Net outpatient revenue as a % of
total net operating revenues |
47.5 | % | 48.8 | % | 47.5 | % | 47.8 | % | ||||||||||||||||
Income from operations |
$ | 983,574 | $ | 478,726 | 105.5 | % | $ | 981,365 | $ | 621,983 | 57.8 | % | ||||||||||||
Income from operations as a
% of net operating revenues |
9.1 | % | 6.7 | % | 9.2 | % | 6.2 | % | ||||||||||||||||
Depreciation and amortization |
$ | 499,085 | $ | 311,122 | $ | 487,637 | $ | 446,254 | ||||||||||||||||
Equity in earnings of unconsolidated affiliates |
$ | 42,064 | $ | 25,132 | $ | 42,064 | $ | 48,796 | ||||||||||||||||
Liquidity Data: |
||||||||||||||||||||||||
Adjusted EBITDA (h) |
$ | 1,524,723 | $ | 814,980 | 87.1 | % | ||||||||||||||||||
Adjusted EBITDA as a % of net
operating revenues |
14.1 | % | 11.5 | % | ||||||||||||||||||||
Net cash provided by operating activities |
$ | 1,057,281 | $ | 687,738 | ||||||||||||||||||||
Net cash provided by operating activities as
a % of net operating revenue |
9.8 | % | 9.7 | % |
| For periods prior to the Companys July 25, 2007 acquisition of Triad, the consolidated operating results and statistical data reflect only Community Health Systems, Inc. and its subsidiaries. | |
| 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 portion of the year ended December 31, 2007 prior to the Companys acquisition of Triad (i.e. January 1 thru July 24, 2007). | |
For footnotes, see pages 11 and 12. |
- MORE -
December 31, | December 31, | |||||||
2008 | 2007 | |||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash and cash equivalents |
$ | 220,655 | $ | 132,874 | ||||
Patient accounts receivable, net of allowance for doubtful accounts of $1,102,900
and $1,033,516 at December 31, 2008 and December 31, 2007, respectively |
1,613,959 | 1,533,798 | ||||||
Supplies |
272,937 | 262,903 | ||||||
Prepaid income taxes |
92,710 | 99,417 | ||||||
Deferred income taxes |
91,875 | 113,741 | ||||||
Prepaid expenses and taxes |
72,900 | 70,339 | ||||||
Other current assets |
240,014 | 339,826 | ||||||
Total current assets |
2,605,050 | 2,552,898 | ||||||
Property and equipment |
7,082,930 | 6,310,240 | ||||||
Less accumulated depreciation and amortization |
(1,213,871 | ) | (797,666 | ) | ||||
Property and equipment, net |
5,869,059 | 5,512,574 | ||||||
Goodwill |
4,166,091 | 4,247,714 | ||||||
Other assets, net |
1,178,054 | 1,180,457 | ||||||
Total assets |
$ | 13,818,254 | $ | 13,493,643 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities |
||||||||
Current maturities of long-term debt |
$ | 29,462 | $ | 20,710 | ||||
Accounts payable |
529,429 | 492,693 | ||||||
Deferred
income taxes |
6,740 | | ||||||
Accrued interest |
152,228 | 153,832 | ||||||
Accrued liabilities |
816,111 | 780,700 | ||||||
Total current liabilities |
1,533,970 | 1,447,935 | ||||||
Long-term debt |
8,937,984 | 9,077,367 | ||||||
Deferred income taxes |
460,793 | 407,947 | ||||||
Other long-term liabilities |
887,445 | 483,459 | ||||||
Minority interest in equity of consolidated subsidiaries |
325,197 | 366,131 | ||||||
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;
92,483,166 shares issued and 91,507,617 shares outstanding
at December 31, 2008 and 96,611,085 shares issued and 95,635,536 shares
outstanding at December 31, 2007 |
925 | 966 | ||||||
Additional paid-in capital |
1,197,944 | 1,240,308 | ||||||
Treasury stock, at cost, 975,549 shares at December 31, 2008 and
December 31, 2007 |
(6,678 | ) | (6,678 | ) | ||||
Accumulated other comprehensive loss |
(295,575 | ) | (81,737 | ) | ||||
Retained earnings |
776,249 | 557,945 | ||||||
Total stockholders equity |
1,672,865 | 1,710,804 | ||||||
Total liabilities and stockholders equity |
$ | 13,818,254 | $ | 13,493,643 | ||||
For footnotes, see pages 11 and 12. |
- MORE -
Year Ended | ||||||||
December 31, | ||||||||
2008 | 2007 | |||||||
Cash flows from operating activities |
||||||||
Net income |
$ | 218,304 | $ | 30,289 | ||||
Adjustments to reconcile net income to net cash provided by
operating activities: |
||||||||
Depreciation and amortization |
506,694 | 332,580 | ||||||
Deferred income taxes |
159,870 | (39,894 | ) | |||||
Stock-based compensation expense |
52,105 | 38,771 | ||||||
Excess tax benefits relating to stock-based compensation |
(1,278 | ) | (1,216 | ) | ||||
(Gain) loss on early extinguishment of debt |
(2,525 | ) | 27,388 | |||||
Minority interest in earnings |
40,101 | 15,996 | ||||||
Impairment on hospital held for sale |
5,000 | 19,044 | ||||||
(Gain) loss on sale of hospitals and partnership interest, net |
(17,687 | ) | 3,954 | |||||
Other non-cash expenses, net |
3,577 | 19,017 | ||||||
Changes in operating assets and liabilities, net of effects of acquisitions
and divestitures: |
||||||||
Patient accounts receivable |
(57,437 | ) | 131,300 | |||||
Supplies, prepaid expenses and other current assets |
(34,711 | ) | (31,977 | ) | ||||
Accounts payable, accrued liabilities and income taxes |
119,596 | 125,959 | ||||||
Other |
65,672 | 16,527 | ||||||
Net cash provided by operating activities |
1,057,281 | 687,738 | ||||||
Cash flows from investing activities |
||||||||
Acquisitions of facilities and other related equipment |
(161,907 | ) | (7,018,048 | ) | ||||
Purchases of property and equipment |
(692,233 | ) | (522,785 | ) | ||||
Disposition of hospitals and other ancillary operations |
365,636 | 109,996 | ||||||
Proceeds from sale of property and equipment |
13,483 | 4,650 | ||||||
Increase in other non-operating assets |
(190,450 | ) | (72,671 | ) | ||||
Net cash used in investing activities |
(665,471 | ) | (7,498,858 | ) | ||||
Cash flows from financing activities |
||||||||
Proceeds from exercise of stock options |
1,806 | 8,214 | ||||||
Stock buy-back |
(90,188 | ) | | |||||
Deferred financing costs |
(3,136 | ) | (182,954 | ) | ||||
Excess tax benefits relating to stock-based compensation |
1,278 | 1,216 | ||||||
Proceeds from minority investors in joint ventures |
14,329 | 2,351 | ||||||
Redemption of minority investments in joint ventures |
(77,587 | ) | (1,356 | ) | ||||
Distributions to minority investors in joint ventures |
(46,890 | ) | (6,645 | ) | ||||
Borrowings under credit agreement |
131,277 | 9,221,627 | ||||||
Repayments of long-term indebtedness |
(234,918 | ) | (2,139,025 | ) | ||||
Net cash (used in) provided by financing activities |
(304,029 | ) | 6,903,428 | |||||
Net change in cash and cash equivalents |
87,781 | 92,308 | ||||||
Cash and cash equivalents at beginning of period |
132,874 | 40,566 | ||||||
Cash and cash equivalents at end of period |
$ | 220,655 | $ | 132,874 | ||||
For footnotes, see pages 11 and 12. |
- MORE -
(a) | For periods prior to the Companys July 25, 2007 acquisition of Triad, the consolidated operating results and statistical data reflect only Community Health Systems, Inc. and its subsidiaries. Same-store operating results and statistical data include comparable information for hospitals acquired in the Triad acquisition for the portion of the year ended December 31, 2007 prior to the Companys acquisition of Triad (i.e. January 1 thru July 24, 2007). Continuing operating results exclude discontinued operations for all periods presented. | |
(b) | On February 12, 2009, the Company announced the execution of a settlement agreement of pending litigation and the conveyance by two of the Companys indirect subsidiaries of their 80% partnership interest in the partnership that owns Presbyterian Hospital of Denton located in Denton, Texas to the minority partner of the partnership for approximately $100 million. Closing is expected to occur on or before March 31, 2009. For 2008, the Denton, Texas hospital had net revenues of approximately $150 million with an EBITDA margin in the double digits. This hospital has been reclassified to discontinued operations for all periods presented. | |
(c) | EBITDA consists of net income before interest, income taxes, and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted to exclude discontinued operations, gain/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, 2008 and 2007 (in thousands): |
Three Months Ended | Year Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Adjusted EBITDA |
$ | 391,709 | $ | 181,101 | $ | 1,524,723 | $ | 814,980 | ||||||||
Interest expense, net |
(167,614 | ) | (170,096 | ) | (651,925 | ) | (361,773 | ) | ||||||||
(Provision) benefit for income taxes |
(35,253 | ) | 38,715 | (129,479 | ) | (41,828 | ) | |||||||||
Income (loss) from operations of hospitals sold
and hospitals held for sale, net of taxes |
6,867 | (275 | ) | 5,316 | (8,884 | ) | ||||||||||
Other non-cash expenses, net |
173,828 | 14,552 | 215,526 | 43,434 | ||||||||||||
Net changes in operating assets and liabilities,
net of effects of acquisitions |
2,688 | 219,091 | 93,120 | 241,809 | ||||||||||||
Net cash provided by operating activities |
$ | 372,225 | $ | 283,088 | $ | 1,057,281 | $ | 687,738 | ||||||||
(d) | Included in adjusted EBITDA and income from continuing operations for the year ended December 31, 2008, is a pre-tax charge of approximately $7 million, with an after-tax impact of $4.5 million or $0.05 per share (diluted), related to the estimated negative impact of the recent hurricanes on certain hospitals. The impact of these hurricanes reduced volume and net revenues by approximately $10 million for the year ended December 31, 2008. | |
(e) | Included in income from continuing operations for the year ended December 31, 2008, is a pre-tax gain of $5.7 million from the sale of excess land held by the Company. | |
Footnotes continued on the next page. |
- MORE -
(f) | Income from continuing operations for the year ended December 31, 2008, reflects an impact on earnings from a reduction in the following state reimbursement programs as well as a change in estimate of bad debt recorded by one of our equity investments, as follows: |
Year Ended December 31, 2008 | ||||||||
Pre-Tax | ||||||||
Loss Impact | Loss Per | |||||||
(In millions) | Share Impact | |||||||
Reductions in reimbursement expected from Indianas
Medicaid Disproportionate Share (DSH) Program for
the State fiscal year ended June 30, 2008 |
$ | (4.0 | ) | |||||
Non-payment under Indianas Medicaid
Hospital Care for the Indigent (HCI) Program
for the State fiscal year ended June 30, 2008 |
(4.2 | ) | ||||||
Equity in earnings of unconsolidated affiliates
includes a change in estimate of bad debt
allowance related to one unconsolidated affiliate
resulting in a reduction in earnings for the
Companys 2nd quarter 2008 |
(0.8 | ) | ||||||
Combined Impact for 2nd Quarter 2008 |
$ | (9.0 | ) | $ | (0.6 | ) | ||
(g) | Included in income from continuing operations for the year ended December 31, 2008, is a net gain from early extinguishment of debt of $2.5 million with an after-tax gain of $1.6 million related to the repurchase on the open market and cancellation of $110 million of principal amount of Senior Notes. | |
(h) | Included in operating results reported for the three months and year ended December 31, 2007 were changes in estimates of the Companys contractual and bad debt allowances. The impact of these changes decreased accounts receivable at December 31, 2007 by $166 million, and reduced net operating revenues by $96 million and increased provision for bad debts by $70 million for the year ended December 31, 2007. This change reduced adjusted EBITDA by $166 million and income from continuing operations by $105 million, or $1.12 per share (diluted), for the three months and year ended December 31, 2007. | |
(i) | 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, was sold in the third quarter of 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, nine hospitals with an aggregate total of 1,058 licensed beds located in Alabama, Arkansas, Missouri, Oregon and Tennessee, and one hospital located in the Republic of Ireland (122 licensed beds), which were sold during the first quarter of 2008; and | ||
| Two hospitals classified as being held for sale at December 31, 2008, including our Denton, Texas hospital. |
- MORE -
2009 | ||||||||||||||
Projection | ||||||||||||||
Range | ||||||||||||||
Net operating revenues (in millions) |
$ | 11,650 | to | $ | 11,950 | |||||||||
Adjusted EBITDA (in millions) |
$ | 1,625 | to | $ | 1,665 | |||||||||
Income from continuing operations per share diluted |
$ | 2.45 | to | $ | 2.65 | |||||||||
Same hospitals annual admissions/adjusted admissions growth |
1.0 | % | to | 2.0 | % | |||||||||
Weighted
average diluted shares (in millions) |
92.0 | to | 94.0 | |||||||||||
Acquisitions of new hospitals |
2 | |||||||||||||
Income from Continuing Operations Per Share Diluted | ||||||||||||||
1st quarter ending March 31 |
$ | 0.58 | to | $ | 0.65 | |||||||||
2nd quarter ending June 30 |
$ | 0.58 | to | $ | 0.64 | |||||||||
3rd quarter ending September 30 |
$ | 0.60 | to | $ | 0.64 | |||||||||
4th quarter ending December 31 |
$ | 0.68 | to | $ | 0.72 |
| Other than the two hospitals currently held for sale, including our Denton, Texas hospital, no additional operating divestitures have been assumed in this guidance. | |
| 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 Federal False Claims Act. The Company continues to believe that it has not violated the Federal False Claims Act, but has recently been informed by the U.S. Department of Justice that it intends to pursue litigation in this matter. | |
| Expressed as a percentage of net operating revenues, the provision for bad debts is projected to be approximately 11.8% to 12.5% for 2009. 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 2009; however, this is a fixed cost and the percentages may vary as revenue varies. | |
| 2009 projection assumes an estimate of $0.02 to $0.03 per share (diluted) of acquisition costs will be expensed pursuant to revised business combination accounting rules that became effective January 1, 2009. |
- MORE -
| For the purpose of providing interest expense guidance, the Company assumes that the borrowing rate under the Companys $7.215 billion Senior Secured Credit Facility for 2009 will remain relatively stable as compared to 2008; however, additional swap agreements could increase interest expense based on current market conditions. Based on these assumptions, expressed as a percentage of net operating revenue, interest expense is projected to be approximately 5.5% to 5.8% for 2009; however, these percentages will vary as revenue and interest rates vary. | |
| Expressed as a percentage of net operating revenues, minority interest in earnings is projected to be approximately 0.4% to 0.6% for 2009. | |
| 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 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 December 31, 2008, 4.8 million shares have been purchased under this repurchase plan. No additional share purchases have been assumed for 2009. During 2008, the Company repurchased on the open market and cancelled $110 million of principal amount of its Senior Notes and paid off and retired $99 million of principal amount of its Term Loans under the Companys Credit Facility. No additional Senior Note repurchases or Term Loan pay-offs and retirements have been assumed for 2009, other than amortization and required payments under the Company Credit Facility and the pay-off of term loans related to the net proceeds from the Denton, Texas hospital conveyance. | |
| Expressed as a percentage of income before income taxes, provision for income tax is projected to be approximately 38.3% to 39.5% for 2009. | |
| Capital expenditures are projected as follows (in millions): |
2009 | ||||||||||||
Guidance | ||||||||||||
Total |
$ | 600 | to | $ | 650 |
| Net cash provided by operating activities are projected as follows (in millions): |
2009 | ||||||||||||
Guidance | ||||||||||||
Total |
$ | 900 | to | $ | 1,000 |
| Included in the above guidance are estimated 2.5% to 3.0% increases in Medicare inpatient reimbursement effective October 1, 2008 and Medicare outpatient reimbursement effective January 1, 2009. The guidance does not reflect any State Medicaid legislation not enacted to date or any State discount program not implemented to date. The guidance also does not include the possible unfavorable impact of an estimated 0.1% of net operating revenue reduction associated with the implementation of an outpatient prospective payment system relating to the TRICARE/CHAMPUS program which is under review by the U.S. Government. |
- 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 facilities acquired from Triad; | |
| risks associated with our substantial indebtedness, leverage and debt service obligations; | |
| demographic changes; | |
| changes in, or the failure to comply with, governmental regulations; | |
| legislative proposals for healthcare reform; | |
| potential adverse impact of known and unknown government investigations and False Claims Act litigation; | |
| our ability, where appropriate, to enter into and maintain 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 collectability 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 without significant employment costs, 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. |
- END -