SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
February 21, 2001
Date of Report (date of earliest event reported)
COMMUNITY HEALTH SYSTEMS, INC.
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(Exact name of Registrant as specified in charter)
Delaware 001-15925 13-3893191
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
155 Franklin Road, Suite 400
Brentwood, Tennessee 37027
(Address of principal executive offices)
Registrant's telephone number, including area code: (615) 373-9600
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press release of Community Health Systems, Inc. dated February 21, 2001
ITEM 9. REGULATION FD DISCLOSURE
On February 21, 2001, the Company issued a press release announcing its
fourth quarter 2000 and year ended December 31, 2000 operating results. A copy
of the press release is attached hereto as Exhibit 99.1 and the contents of the
exhibit are incorporated herein by reference.
The table following this narrative sets forth selected information
concerning the projected quarterly and annual consolidated operating results of
Community Health Systems, Inc. (the "Company") for the year ending December 31,
2001. The projections for 2001 are based on the Company's historical operating
performance, current trends and other assumptions that the Company believes
are reasonable at this time.
The projections set forth in the table constitute forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, Section 21E of
the Securities Exchange Act of 1934 and the Private Securities Litigation Reform
Act of 1995. Although the Company believes that these forward-looking statements
are based on reasonable assumptions, these assumptions are inherently subject to
significant economic and competitive uncertainties and contingencies which are
difficult or impossible to predict accurately and are beyond the control of the
Company. Accordingly, the Company can not give any assurance that its
expectations will in fact occur and cautions that actual results may differ
materially from those in the forward-looking statements. A number of factors
could affect the future results of the Company or the healthcare industry
generally and could cause the Company's expected results to differ materially
from those expressed in this filing. These factors include, among other things:
- - general economic and business conditions, both nationally and in the regions
in which we operate;
- - demographic changes;
- - existing governmental regulations and change in, or the failure to comply
with, governmental regulations or our corporate compliance agreement;
- - legislative proposals for healthcare reform;
- - our ability, where appropriate, to enter into managed care provider
arrangements and the terms of these arrangements;
- - changes in Medicare and Medicaid payment levels;
- - liability and other claims asserted against us;
- - competition;
- - our ability to attract and retain qualified personnel, including physicians;
- - trends toward treatment of patients in lower acuity healthcare settings;
- - changes in medical or other technology;
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- - changes in generally accepted accounting principles;
- - the availability and terms of capital to fund additional acquisitions or
replacement facilities; and
- - our ability to successfully acquire and integrate additional hospitals.
The quarterly and annual consolidated operating results for the year ended
December 31, 2000, do not necessarily indicate the results that may be expected
for any future quarter or for any fiscal year.
The Company cautions that the quarterly and annual projections for 2001 set
forth below are given as of the date hereof based on currently available
information. The Company is not undertaking any obligations to update these
projections as conditions change or other information becomes available.
The following is provided as guidance to analysts and investors:
YEAR ENDING DECEMBER 31, 2001 PROJECTION RANGE:
Net operating revenue (in millions) $1,550 to $1,590
Adjusted EBITDA (in millions) $300 to $306
Net income per share - diluted $0.42 to $0.46
Same hospitals admissions growth 4% to 5%
Routine capital expenditures (in millions) $50 to $70
Acquisitions of new hospitals 2 to 3
NET INCOME PER SHARE - DILUTED ESTIMATE BY QUARTER:
1st quarter ending 3/31/01 $0.11 to $0.12
2nd quarter ending 6/30/01 $0.09 to $0.10
3rd quarter ending 9/30/01 $0.08 to $0.09
4th quarter ending 12/31/01 $0.14 to $0.15
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: February 21, 2001 COMMUNITY HEALTH SYSTEMS, INC.
(Registrant)
By: /s/ Wayne T. Smith
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Wayne T. Smith
President and Chief Executive Officer
(principal executive officer)
By: /s/ W. Larry Cash
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W. Larry Cash
Executive Vice President and Chief
Financial Officer
(principal financial officer)
By: /s/ T. Mark Buford
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T. Mark Buford
Vice President and Corporate Controller
(principal accounting officer)
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Index to Exhibits Filed with the Current Report on Form 8-K Dated
February 21, 2001
Exhibit Number Description
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99.1 Press Release dated February 21, 2001
EXHIBIT NUMBER 99.1
Investor Contact: W. Larry Cash
Executive Vice President
and Chief Financial Officer
(615) 373-9600
COMMUNITY HEALTH SYSTEMS, INC. ANNOUNCES STRONG
FOURTH QUARTER 2000 RESULTS WITH NET OPERATING REVENUE AND
ADJUSTED EBITDA UP OVER 28%
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COMPLETED 164 BED HOSPITAL ACQUISITION IN DECEMBER, ITS SEVENTH IN 2000
BRENTWOOD, Tenn. (February 21, 2001) -- Community Health Systems, Inc. (NYSE:
CYH), today announced financial and operating results for the fourth quarter and
year ended December 31, 2000.
Net operating revenues for the fourth quarter ended December 31, 2000,
totaled $369.3 million, a 28.1% increase compared with $288.2 million for the
fourth quarter ended December 31, 1999. Adjusted EBITDA for the fourth quarter
of 2000 was $70.1 million compared with $54.7 million in the fourth quarter of
1999, representing a 28.1% increase. Net income was $7.2 million, or $0.09 per
share (diluted), on 84.1 million average shares outstanding for the quarter
ended December 31, 2000, compared with $(12.4) million loss, or $(0.23) per
share (diluted), on 54.5 million average shares outstanding for the same period
last year.
The consolidated financial results for the fourth quarter ended December
31, 2000, reflect a 20.2% increase in total admissions, and a 18.4% increase
in adjusted admissions, compared with the fourth quarter of 1999. On a same
hospitals basis, net revenues in the fourth quarter of 2000 increased 11.7%,
admissions increased 5.2%, and adjusted admissions increased 3.4% compared
with the same period last year.
Net operating revenues for the year ended December 31, 2000, totaled
$1,337.5 million, compared with $1,080.0 million for the year ended December 31,
1999, a 23.8% increase. Adjusted EBITDA for the year ended December 31, 2000,
was $252.7 million compared with $204.2 million for the same period in 1999,
representing a 23.8% increase. Net income was $9.6 million, or $0.14 per share
(diluted) on 69.2 million average shares outstanding for the year ended December
31, 2000, compared with $(16.8) million loss, or $(0.31) per share (diluted), on
54.5 million average shares outstanding for the year ended December 31, 1999.
The consolidated financial results for the year ended December 31, 2000,
reflect a 19.0% increase in total admissions, and a 20.9% increase in
adjusted admissions, compared with the year ended December 31, 1999. On a
same hospitals basis, net revenues for the year 2000 increased 10.3%,
admissions increased 6.3%, and adjusted admissions increased 7.3% compared
with the year 1999.
CYH Announces Fourth Quarter 2000 Results
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February 21, 2001
The 54.4% and 26.8% increases in the weighted average number of shares
(diluted) outstanding for the fourth quarter and year ended December 31, 2000,
respectively, are due principally to the Company's initial public offering in
June 2000, a secondary public offering in November 2000 and, to a lesser extent,
stock options granted during 2000.
As announced on December 1, 2000, the Company acquired and commenced
operations of Northeast Regional Medical Center, a 164-bed acute care
facility located in Kirksville, Missouri. The facility is the sole community
provider of hospital services in Adair County, which is located approximately
100 miles north of Columbia, Missouri.
"Our strong financial and operating performance which continued during the
fourth quarter of 2000 reflects favorable momentum and growth for Community
Health Systems," commented Wayne T. Smith, president and chief executive
officer. "We are particularly pleased with the positive operating trends and the
strong level of execution in our hospitals as demonstrated by our same store
growth in revenues and EBITDA. We are confident about our ability to meet our
strategic objectives and provide quality healthcare services in the non-urban
communities that we serve."
Community Health Systems, Inc., a leading provider of non-urban acute
healthcare services, currently owns or operates 52 hospitals across 20 states.
These facilities, together with their medical staffs, provide a wide range of
inpatient and outpatient acute care services and a variety of specialty
services.
Community Health Systems, Inc. will hold a conference call to discuss this
press release on Thursday, February 22, 2001 at 10:30 a.m. CST, 11:30 a.m. EST.
Investors will have the opportunity to listen to the conference call over the
Internet through the Company's web site at www.chs.net. The call will also be
broadcast on www.streetevents.com. To listen to the live call, please go to the
web site at least fifteen minutes early to register, download, and install any
necessary audio software. For those who cannot listen to the live broadcast, a
replay will be available shortly after the call and continue through March 22,
2001.
STATEMENTS CONTAINED IN THIS NEWS RELEASE REGARDING EXPECTED OPERATING
RESULTS AND OTHER EVENTS ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE RISK AND
UNCERTAINTIES. ACTUAL FUTURE EVENTS OR RESULTS MAY DIFFER MATERIALLY FROM
THESE STATEMENTS. READERS ARE REFERRED TO THE DOCUMENTS FILED BY COMMUNITY
HEALTH SYSTEMS, INC. WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING
THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1 (REGISTRATION STATEMENT NO.
333-47354) AND FORM 10-Q FOR THE QUARTERS ENDED JUNE 30, 2000 AND SEPTEMBER
30, 2000. THESE FILINGS IDENTIFY IMPORTANT RISK FACTORS AND OTHER
UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE CONTAINED
IN THE FORWARD LOOKING STATEMENTS.
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COMMUNITY HEALTH SYSTEMS, INC.
UNAUDITED FINANCIAL HIGHLIGHTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
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2000 1999 2000 1999
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Net operating revenues $ 369,267 $ 288,232 $ 1,337,501 $ 1,079,953
Adjusted EBITDA $ 70,111 $ 54,728 $ 252,736 $ 204,185
Net income (loss) $ 7,212 $ (12,437) $ 9,569 $ (16,789)
Net income (loss) per share - basic $ 0.09 $ (0.23) $ 0.14 $ (0.31)
Weighted average number of shares
outstanding (basic) 81,718 54,460 67,610 54,545
Net income (loss) per share - diluted $ 0.09 $ (0.23) $ 0.14 $ (0.31)
Weighted average number of shares
outstanding (diluted) 84,067 54,460 69,187 54,545
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COMMUNITY HEALTH SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
--------------------------- ---------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
Net operating revenues $ 369,267 $ 288,232 $ 1,337,501 $ 1,079,953
------------ ------------ ------------ ------------
Operating expenses:
Salaries and benefits 140,739 110,111 517,392 419,320
Provision for bad debts 34,517 25,893 122,303 95,149
Supplies 41,795 33,950 154,211 126,693
Other operating expenses 82,105 63,550 290,859 234,606
Depreciation and amortization 19,366 15,612 71,931 56,943
Amortization of goodwill 6,773 6,427 25,693 24,708
Year 2000 remediation costs - 15,579 - 17,279
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Total expenses 325,295 271,122 1,182,389 974,698
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Income from operations 43,972 17,110 155,112 105,255
Interest expense, net 29,656 31,062 127,370 116,491
------------ ------------ ------------ ------------
Income (loss) before income taxes 14,316 (13,952) 27,742 (11,236)
Provision for (benefit from) income taxes 7,104 (1,515) 18,173 5,553
------------ ------------ ------------ ------------
Net income (loss) $ 7,212 $ (12,437) $ 9,569 $ (16,789)
============ ============ ============ ============
Basic net income (loss) per common share $ 0.09 $ (0.23) $ 0.14 $ (0.31)
============ ============ ============ ============
Diluted net income (loss) per common share $ 0.09 $ (0.23) $ 0.14 $ (0.31)
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Weighted average number of shares outstanding:
Basic 81,718 54,460 67,610 54,545
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Diluted 84,067 54,460 69,187 54,545
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COMMUNITY HEALTH SYSTEMS, INC.
SELECTED OPERATING DATA
($ in thousands)
FOR THE THREE MONTHS ENDED DECEMBER 31,
---------------------------------------------------------------------------
CONSOLIDATED SAME HOSPITALS
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2000 1999 % CHANGE 2000 1999 % CHANGE
---------- ---------- -------- ---------- ---------- --------
Number of hospitals 52 46 44 44
Licensed beds 4,688 4,115 3,958 3,954
Beds in service 3,587 3,123 3,044 3,013
Admissions 38,420 31,961 20.2% 32,921 31,288 5.2%
Adjusted admissions 68,846 58,130 18.4% 58,850 56,898 3.4%
Patient days 145,396 122,765 18.4% 125,674 120,158 4.6%
Average length of stay (days) 3.8 3.8 3.8 3.8
Occupancy rate (beds in service) 45.3% 43.2% 45.2% 43.8%
Net operating revenues $369,267 $288,232 28.1% $312,376 $279,601 11.7%
Net inpatient revenue as a % of
Total net operating revenue 52.9% 52.5% 52.7% 52.7%
Net outpatient revenue as a % of
Total net operating revenue 45.9% 45.8% 46.1% 46.0%
Adjusted EBITDA as a % of
net operating revenue 19.0% 19.0% 19.8% 18.9%
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
CONSOLIDATED SAME HOSPITALS
------------------------------------ -----------------------------------
2000 1999 % CHANGE 2000 1999 % CHANGE
---------- ---------- -------- ---------- ---------- --------
Number of hospitals 52 46 44 44
Licensed beds 4,688 4,115 3,958 3,954
Beds in service 3,587 3,123 3,044 3,013
Admissions 143,310 120,414 19.0% 125,207 117,768 6.3%
Adjusted admissions 262,419 217,006 20.9% 227,780 212,246 7.3%
Patient days 548,827 478,658 14.7% 481,620 467,884 2.9%
Average length of stay (days) 3.8 4.0 3.8 4.0
Occupancy rate (beds in service) 44.6% 44.1% 45.1% 44.8%
Net operating revenues $1,337,501 $1,079,953 23.8% $1,155,850 $1,047,950 10.3%
Net inpatient revenue as a % of
Total net operating revenue 51.0% 52.7% 51.3% 52.8%
Net outpatient revenue as a % of
Total net operating revenue 47.3% 45.5% 47.1% 45.6%
Adjusted EBITDA as a % of
net operating revenue 18.9% 18.9% 19.9% 18.8%
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COMMUNITY HEALTH SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(DOLLARS IN THOUSANDS)
DECEMBER 31,
----------------------------
2000 1999
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 13,740 $ 4,282
Patient accounts receivable, net 309,826 226,350
Other current assets 85,011 69,864
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TOTAL CURRENT ASSETS 408,577 300,496
------------ ------------
Property and equipment 850,201 731,842
Less accumulated depreciation and amortization (142,120) (108,499)
------------ ------------
Property and equipment, net 708,081 623,343
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Goodwill, net 985,568 877,890
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Other assets, net 111,611 93,355
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TOTAL ASSETS $ 2,213,837 $ 1,895,084
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 18,433 $ 27,029
Accounts payable and accrued liabilities 222,440 208,248
------------ ------------
TOTAL CURRENT LIABILITIES 240,873 235,277
------------ ------------
Long-term debt 1,201,590 1,407,604
------------ ------------
Other long-term liabilities 15,200 22,495
------------ ------------
Stockholders' equity 756,174 229,708
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,213,837 $ 1,895,084
============ ============
