SEC Filing | Community Health Systems, Inc.

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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 July 25, 2001 Date of Report (date of earliest event reported) - -------------------------------------------------------------------------------- COMMUNITY HEALTH SYSTEMS, INC. (Exact name of Registrant as specified in charter) - -------------------------------------------------------------------------------- Delaware 001-15925 13-3893191 (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 5. OTHER EVENTS On July 25, 2001, Community Health Systems, Inc. announced operating results for the quarter ended June 30, 2001. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press release of Community Health Systems, Inc. dated July 25, 2001 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. Date: July 25, 2001 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 and Chief Financial Officer (principal financial officer) By: /s/ T. Mark Buford --------------------------------------------- T. Mark Buford Vice President and Corporate Controller (principal accounting officer)

Index to Exhibits Filed with the Current Report on Form 8-K Dated July 25, 2001 Exhibit Number Description -------------- ------------------------------------- 99.1 Press Release dated July 25, 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 SECOND QUARTER 2001 RESULTS WITH NET OPERATING REVENUES UP 26.4% AND EBITDA UP 23.5% ----------------------------------------- COMPLETED ACQUISITION IN JUNE OF 168-BED HOSPITAL ----------------------------------------- EXECUTED DEFINITIVE AGREEMENT IN JULY TO ACQUIRE 59-BED HOSPITAL BRENTWOOD, Tenn. (July 25, 2001) -- Community Health Systems, Inc. (NYSE: CYH) today announced financial and operating results for the second quarter and six months ended June 30, 2001. Net operating revenues for the second quarter ended June 30, 2001 totaled $400.9 million, a 26.4% increase, compared with $317.1 million for the second quarter ended June 30, 2000. EBITDA for the second quarter of 2001 was $73.8 million compared with $59.8 million in the second quarter of 2000, representing a 23.5% increase. Net income was $9.7 million, or $0.11 per share (diluted), on 87.5 million average shares outstanding for the quarter ended June 30, 2001, compared with $0.2 million, or $0.00 per share (diluted), on 59.3 million average shares outstanding in the second quarter of 2000. The consolidated financial results for the second quarter ended June 30, 2001 reflect an 18.1% increase in admissions compared with the second quarter of 2000. On a same store basis, net revenues in the second quarter of 2001 increased 11.6% and admissions increased 5.2%, compared with the same period last year. Net operating revenues for the six months ended June 30, 2001 totaled $799.6 million, compared with $625.8 million for the six months ended June 30, 2000, a 27.8% increase. EBITDA for the six months ended June 30, 2001 was $151.1 million, compared with $119.9 million for the same period in 2000, a 26.0% increase. Net income was $20.5 million, or $0.23 per share (diluted), on 87.6 million average shares outstanding for the six months ended June 30, 2001, compared with $1.1 million, or $0.02 per share (diluted), on 57.6 million average shares outstanding for the six months ended June 30, 2000. -MORE-

CYH Announces Second Quarter 2001 Results Page 2 July 25, 2001 The consolidated financial results for the six months ended June 30, 2001 reflect a 20.9% increase in admissions compared with the six months ended June 30, 2000. On a same store basis, net revenues for the six months ended June 30, 2001 increased 11.1% and admissions increased 6.0% compared with the six months ended June 30, 2000. The 47.6% and 52.1% increases in the weighted average number of shares (diluted) outstanding for the second quarter and the six months ended June 30, 2001, compared to the same periods of 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 option grants and exercises. As announced on June 11, 2001, the Company acquired and commenced operations of Brandywine Hospital, a 168-bed acute care facility located in Coatesville, Pennsylvania. As also announced on July 13, 2001, the Company signed a definitive agreement to acquire Southern Chester County Medical Center, a 59-bed hospital located in West Grove, Pennsylvania. This transaction is subject to state regulatory reviews and customary conditions which are expected to be completed and the transaction closed within two months. Each of the hospitals is the sole provider of general acute hospital services in its community. "The second quarter continued the strong performance registered during 2000 and the first quarter of this year," commented Wayne T. Smith, Chairman of the Board, President and Chief Executive Officer. "Our strategy of centralization and standardization continues to move this Company forward. We demonstrated strong same store growth in admissions, revenue and EBITDA and continue to lead the non-urban market in acquisitions." Community Health Systems, Inc., a leading provider of non-urban acute healthcare services, currently owns or operates 53 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, July 26, 2001 at 10:30 a.m. CDT, 11:30 a.m. EDT. Investors will have the opportunity to listen to a live broadcast of the conference call over the Internet through the Company's web site at www.chs.net, or 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 August 26, 2001. STATEMENTS CONTAINED IN THIS NEWS RELEASE REGARDING EXPECTED OPERATING RESULTS, ACQUISITION TRANSACTIONS 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), FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2000 AND FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2001. THESE FILINGS IDENTIFY IMPORTANT RISK FACTORS AND OTHER UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE CONTAINED IN THE FORWARD LOOKING STATEMENTS. -MORE-

CYH Announces Second Quarter 2001 Results Page 3 July 25, 2001 COMMUNITY HEALTH SYSTEMS, INC. FINANCIAL HIGHLIGHTS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------- ----------------- 2001 2000 2001 2000 -------- -------- ------- ------- Net operating revenues $400,909 $317,136 $799,554 $625,787 EBITDA $ 73,830 $ 59,775 $151,078 $119,856 Net income $ 9,651 $ 178 $ 20,499 $ 1,099 Net income per share - basic $ 0.11 $ 0.00 $ 0.24 $ 0.02 Net income per share - diluted $ 0.11 $ 0.00 $ 0.23 $ 0.02 Weighted average number of shares outstanding: Basic 85,713 58,175 85,696 56,424 Diluted 87,518 59,311 87,554 57,555 -MORE-

CYH Announces Second Quarter 2001 Results Page 4 July 25, 2001 COMMUNITY HEALTH SYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ------------------- ------------------- 2001 2000 2001 2000 -------- -------- -------- -------- Net operating revenues $400,909 $317,136 $799,554 $625,787 -------- -------- -------- -------- Operating expenses: Salaries and benefits 156,047 123,815 309,781 244,222 Provision for bad debts 36,986 28,639 73,959 56,594 Supplies 46,129 36,431 92,888 72,410 Other operating expenses 87,917 68,476 171,848 132,705 Depreciation and amortization 21,633 17,530 43,094 33,910 Amortization of goodwill 7,028 6,210 14,074 12,378 -------- -------- -------- -------- Total expenses 355,740 281,101 705,644 552,219 -------- -------- -------- -------- Income from operations 45,169 36,035 93,910 73,568 Interest expense, net 25,621 32,622 53,174 65,305 -------- -------- -------- -------- Income before income taxes 19,548 3,413 40,736 8,263 Provision for income taxes 9,897 3,235 20,237 7,164 -------- -------- -------- -------- Net income $ 9,651 $ 178 $ 20,499 $ 1,099 ======== ======== ======== ======== Net income per share - basic $ 0.11 $ 0.00 $ 0.24 $ 0.02 ======== ======== ======== ======== Net income per share - diluted $ 0.11 $ 0.00 $ 0.23 $ 0.02 ======== ======== ======== ======== Weighted average number of shares outstanding: Basic 85,713 58,175 85,696 56,424 ======== ======== ======== ======== Diluted 87,518 59,311 87,554 57,555 ======== ======== ======== ======== -MORE-

CYH Announces Second Quarter 2001 Results Page 5 July 25, 2001 COMMUNITY HEALTH SYSTEMS, INC. SELECTED OPERATING DATA (UNAUDITED) ($ IN THOUSANDS) FOR THE THREE MONTHS ENDED JUNE 30, --------------------------------------------------------------------------- CONSOLIDATED SAME STORE ---------------------------------- ------------------------------------ 2001 2000 % CHANGE 2001 2000 % CHANGE -------- -------- ---------- -------- ---------- ---------- Number of hospitals 53 49 49 49 Licensed beds 4,848 4,401 4,388 4,401 Beds in service 3,722 3,355 3,341 3,355 Admissions 39,677 33,610 18.1% 35,289 33,553 5.2% Adjusted admissions 73,546 63,785 15.3% 65,670 63,671 3.1% Patient days 150,251 128,587 16.8% 134,081 128,352 4.5% Average length of stay (days) 3.8 3.8 3.8 3.8 Occupancy rate (beds in service) 45.5% 42.5% 44.8% 42.6% Net operating revenues $400,909 $317,136 26.4% $351,155 $314,793 11.6% Net inpatient revenue as a % of Total net operating revenues 49.6% 48.9% 49.0% 49.1% Net outpatient revenue as a % of Total net operating revenues 49.2% 49.2% 49.9% 49.5% EBITDA as a % of net operating revenues 18.4% 18.8% 19.0% 18.5% FOR THE SIX MONTHS ENDED JUNE 30, --------------------------------------------------------------------------- CONSOLIDATED SAME STORE ---------------------------------- ------------------------------------ 2001 2000* % CHANGE 2001 2000* % CHANGE -------- -------- ---------- -------- ---------- ---------- Number of hospitals 53 49 49 49 Licensed beds 4,848 4,401 4,388 4,401 Beds in service 3,722 3,355 3,341 3,355 Admissions 82,559 68,314 20.9% 72,126 68,066 6.0% Adjusted admissions 149,741 126,137 18.7% 131,027 125,649 4.3% Patient days 315,994 267,060 18.3% 276,134 266,114 3.8% Average length of stay (days) 3.8 3.9 3.8 3.9 Occupancy rate (beds in service) 48.4% 45.0% 47.4% 45.1% Net operating revenues $799,554 $625,787 27.8% $688,905 $620,067 11.1% Net inpatient revenue as a % of Total net operating revenues 51.0% 50.6% 50.5% 50.9% Net outpatient revenue as a % of Total net operating revenues 47.8% 47.6% 48.4% 47.8% EBITDA as a % of net operating revenues 18.9% 19.2% 19.4% 18.8% - ----------- * 2000 includes one more business day in the six months ended June 30, 2000 due to leap year. -MORE-

CYH Announces Second Quarter 2001 Results Page 6 July 25, 2001 COMMUNITY HEALTH SYSTEMS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) ($ IN THOUSANDS) JUNE 30, DECEMBER 31, 2001 2000 ----------------- ---------------- ASSETS Current assets: Cash and cash equivalents $ 35,740 $ 13,740 Patient accounts receivable, net 316,499 309,826 Other current assets 73,592 85,011 ----------------- ---------------- TOTAL CURRENT ASSETS 425,831 408,577 ----------------- ---------------- Property and equipment 936,336 850,201 Less accumulated depreciation and amortization (169,627) (142,120) ------------------ ----------------- Property and equipment, net 766,709 708,081 ----------------- ---------------- Goodwill, net 991,556 985,568 ----------------- ---------------- Other assets, net 95,990 111,611 ----------------- ---------------- TOTAL ASSETS $ 2,280,086 $ 2,213,837 ================= ================ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Current maturities of long-term debt $ 21,499 $ 17,433 Accounts payable and accrued liabilities 235,224 223,440 ----------------- ---------------- TOTAL CURRENT LIABILITIES 256,723 240,873 ----------------- ---------------- Long-term debt 1,229,507 1,201,590 ----------------- ---------------- Other long-term liabilities 14,015 15,200 ----------------- ---------------- Stockholders' equity 779,841 756,174 ----------------- ---------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,280,086 $ 2,213,837 ================= ================ -END-