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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
April 24, 2002
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
of incorporation)
  (Commission File Number)   (I.R.S. Employer
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 April 24, 2002, Community Health Systems, Inc. announced operating results for the quarter ended March 31, 2002.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS


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: April 24, 2002   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 April 24, 2002


Exhibit Number


 

Description


99.1

 

Press Release dated April 24, 2002



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SIGNATURES

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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
FIRST QUARTER 2002 RESULTS WITH NET OPERATING REVENUE
UP 33.8% AND EBITDA UP 19.6%


BRENTWOOD, Tenn. (April 24, 2002)—Community Health Systems, Inc. (NYSE: CYH) today announced strong financial and operating results for the first quarter ended March 31, 2002.

        Net operating revenues for the first quarter ended March 31, 2002, totaled $533.5 million, a 33.8% increase compared with $398.6 million for the same period last year. EBITDA for the first quarter of 2002 was $92.4 million, compared with $77.2 million for the same period last year, representing a 19.6% increase. Net income was $27.2 million, or $0.27 per share (diluted) on 108.2 million average shares outstanding for the quarter ended March 31, 2002, compared with $10.8 million, or $0.12 per share (diluted), on 87.6 million average shares outstanding for the same period last year. Refer to page 3 for "Financial Highlights."

        The consolidated financial results for the first quarter ended March 31, 2002, reflect a 24.8% increase in total admissions and a 26.5% increase in adjusted admissions, compared with the first quarter of 2001. On a same store basis, admissions increased 3.1%, adjusted admissions increased 4.4%, and net revenues increased 9.5% compared with the same period last year.

        "We are very pleased to report another outstanding quarter with our strong financial and operating performance marking a solid beginning for 2002," commented Wayne T. Smith, Chairman of the Board, President and Chief Executive Officer of Community Health Systems, Inc. "Our impressive year-over-year consolidated results reflect accelerating revenue and admissions. In addition, a critical measure of our success in the first quarter was demonstrated by our excellent same-store growth metrics, reflecting a strong level of execution throughout our hospital network. Our track record of consistent quarterly growth and our ability to deliver the highest quality healthcare services continues to differentiate Community Health Systems in the non-urban hospital market."

        The 23.5% increase in the weighted average number of shares (diluted) outstanding for the first quarter ended March 31, 2002, compared to the same period last year, is due principally to the Company's concurrent stock and convertible debt offerings in October 2001 and the effects of the assumed conversion of the convertible notes for this quarter. The impact of the assumed conversion of the convertible notes was not significant enough to cause our reported fully diluted net income per share to decrease.

        The Company completed two acquisitions of non-profit hospitals during the first quarter of 2002, increasing the number of hospitals owned or leased to 59, and adding 541 licensed beds. The acquisitions completed during the first quarter of 2002 were Gateway Regional Medical Center (386 beds) in Granite City, Illinois, acquired on January 1, 2002; and Helena Regional Medical Center (155 beds) in Helena, Arkansas, acquired on March 1, 2002. Each of these hospitals is the sole provider of general hospital services in its community.

        "We have continued to demonstrate strong leadership as an active acquirer of non-urban hospitals," added Smith. "Including these first quarter acquisitions, Community Health Systems has completed seven acquisitions over the last twelve months. We remain confident about our future growth opportunities as we continue to selectively acquire new facilities and demonstrate our ability to improve the level of healthcare in non-urban communities."



        Located in the Nashville, Tennessee suburb of Brentwood, Community Health Systems is a leading operator of general acute care hospitals in non-urban communities throughout the country. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol "CYH."

        Community Health Systems, Inc. will hold a conference call to discuss this press release on Thursday, April 25, 2002 at 10:30 a.m. Central, 11:30 a.m. Eastern. Investors will have the opportunity to listen to a live Internet broadcast of the conference call through the Company's web site at www.chs.net, or www.companyboardroom.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 May 25, 2002.

        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. 333-69064) and Form 10-K for the year ended December 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.

Community Health Systems, Inc.
Financial Highlights
(Unaudited)
(In thousands, except per share amounts)

 
  Three Months Ended March 31,
 
 
  2002
  2001
 
Net operating revenues   $ 533,519   $ 398,645  
EBITDA (a)   $ 92,400   $ 77,248  
Net income   $ 27,176 (b) $ 10,848 (b)
Net income per share—basic   $ 0.28 (b) $ 0.13 (b)
Weighted average number of shares outstanding—basic     98,112     85,528  
Net income per share—diluted   $ 0.27 (b) $ 0.12 (b)
Weighted average number of shares outstanding—diluted     108,172 (c)   87,576  

(a)
Excludes minority interest in earnings.
(b)
Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 142 "Goodwill and other intangible assets", related to the non-amortization of goodwill. The adoption of SFAS No. 142 caused a favorable increase of $0.06 per share for the quarter ended March 31, 2002. On a pro forma basis, the adoption of SFAS No. 142 would have resulted in net income for the quarter ended March 31, 2001 of $17.0 million or $0.19 per share (diluted), representing a $0.07 increase based on the smaller number of shares outstanding in that period. When compared to the 2001 pro forma results, our 2002 net income and net income per share (diluted) results increased 59.8% and 42.1%, respectively.
(c)
Adjusted to include employee stock options and assumed conversion of convertible notes for this first quarter. Since the net income per share impact of the conversion of the convertible notes is less than the basic net income per share for the current period, the convertible notes are dilutive and accordingly, must be included in the fully diluted calculation even though there is no actual change in the reported net income per share. Refer to page 4 for detail calculation of net income per share.

2



COMMUNITY HEALTH SYSTEMS, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share amounts)

 
  Three Months Ended
March 31,

 
  2002
  2001
Net operating revenues   $ 533,519   $ 398,645
   
 
Operating expenses:            
  Salaries and benefits     217,164     153,734
  Provision for bad debts     49,897     36,973
  Supplies     64,000     46,759
  Other operating expenses     110,058     83,931
  Depreciation and amortization     28,484     21,461
  Amortization of goodwill         7,046
  Minority interests in earnings     761    
   
 
    Total expenses     470,364     349,904
   
 
Income from operations     63,155     48,741

Interest expense, net

 

 

16,729

 

 

27,553
   
 
Income before income taxes     46,426     21,188

Provision for income taxes

 

 

19,250

 

 

10,340
   
 
Net income   $ 27,176   $ 10,848
   
 
Net income per share—basic   $ 0.28   $ 0.13
   
 
Net income per share—diluted   $ 0.27   $ 0.12
   
 
Weighted average number of shares outstanding:            
  Basic     98,112     85,528
   
 
  Diluted     108,172     87,576
   
 
Net income per share calculation:            
Net income   $ 27,176   $ 10,848
Add—Convertible notes interest, net of taxes     2,189    
   
 
Adjusted net income   $ 29,365   $ 10,848
   
 
Weighted average number of shares outstanding—basic     98,112     85,528
Add effect of dilutive securities:            
  Employee stock options     1,478     2,048
  Convertible notes     8,582    
   
 
Weighted average number of shares outstanding—diluted     108,172     87,576
   
 
Net income per share—diluted   $ 0.27   $ 0.12
   
 

3



COMMUNITY HEALTH SYSTEMS, INC.
Selected Operating Data
(Unaudited)
($ in thousands)

 
  For the Three Months Ended March 31,
 
 
  Consolidated
  Same Hospitals
 
 
  2002
  2001
  % Change
  2002
  2001
  % Change
 
Number of hospitals     59     52         52     52      
Licensed beds     5,917     4,688         4,610     4,688      
Beds in service     4,510     3,595         3,620     3,595      
Admissions     53,515     42,882   24.8 %   44,232     42,882   3.1 %
Adjusted admissions     96,281     76,137   26.5 %   79,505     76,137   4.4 %
Patient days     210,612     165,743   27.1 %   169,150     165,743   2.1 %
Average length of stay (days)     3.9     3.9         3.8     3.9      
Occupancy rate (beds in service)     52.8 %   51.3 %       52.1 %   51.3 %    
Net operating revenues   $ 533,519   $ 398,645   33.8 % $ 436,407   $ 398,624   9.5 %
Net inpatient revenue as a % of                                  
Total net operating revenue     52.8 %   52.5 %       52.8 %   52.5 %    
Net outpatient revenue as a % of                                  
Total net operating revenue     45.9 %   46.4 %       46.2 %   46.4 %    
EBITDA as a % of net                                  
operating revenue     17.3 %   19.4 %       19.8 %   19.3 %    

4



COMMUNITY HEALTH SYSTEMS, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
($ in thousands)

 
  March 31,
2002

  December 31,
2001

 
ASSETS              
Current assets:              
  Cash and cash equivalents   $ 23,698   $ 8,386  
  Patient accounts receivable, net     408,837     370,052  
  Other current assets     122,740     116,121  
   
 
 
  Total current assets     555,275     494,559  
   
 
 
Property and equipment     1,142,021     1,066,959  
  Less accumulated depreciation and amortization     (220,886 )   (200,425 )
   
 
 
    Property and equipment, net     921,135     866,534  
   
 
 
Goodwill, net     1,013,377     1,000,918  
   
 
 
Other assets, net     104,274     98,653  
   
 
 
  Total assets   $ 2,594,061   $ 2,460,664  
   
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY              
Current liabilities:              
  Current maturities of long-term debt   $ 88,090   $ 58,691  
  Accounts payable and accrued liabilities     287,977     240,881  
   
 
 
  Total current liabilities     376,067     299,572  
   
 
 
Long-term debt     1,008,867     980,083  
   
 
 
Other long-term liabilities     65,398     65,344  
   
 
 
Stockholders' equity     1,143,729     1,115,665  
   
 
 
  Total liabilities and stockholders' equity   $ 2,594,061   $ 2,460,664  
   
 
 

5




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COMMUNITY HEALTH SYSTEMS, INC. ANNOUNCES STRONG FIRST QUARTER 2002 RESULTS WITH NET OPERATING REVENUE UP 33.8% AND EBITDA UP 19.6%
COMMUNITY HEALTH SYSTEMS, INC. Condensed Consolidated Statements of Operations (Unaudited) (in thousands, except per share amounts)
COMMUNITY HEALTH SYSTEMS, INC. Selected Operating Data (Unaudited) ($ in thousands)
COMMUNITY HEALTH SYSTEMS, INC. Condensed Consolidated Balance Sheets (Unaudited) ($ in thousands)