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
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) |
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By: | /s/ WAYNE T. SMITH Wayne T. Smith Chairman of the Board President and Chief Executive Officer (principal executive officer) |
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By: | /s/ W. LARRY CASH W. Larry Cash Executive Vice President and Chief Financial Officer (principal financial officer) |
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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 |
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, |
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---|---|---|---|---|---|---|---|
|
2002 |
2001 |
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Net operating revenues | $ | 533,519 | $ | 398,645 | |||
EBITDA (a) | $ | 92,400 | $ | 77,248 | |||
Net income | $ | 27,176 | (b) | $ | 10,848 | (b) | |
Net income per sharebasic | $ | 0.28 | (b) | $ | 0.13 | (b) | |
Weighted average number of shares outstandingbasic | 98,112 | 85,528 | |||||
Net income per sharediluted | $ | 0.27 | (b) | $ | 0.12 | (b) | |
Weighted average number of shares outstandingdiluted | 108,172 | (c) | 87,576 |
2
COMMUNITY HEALTH SYSTEMS, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share amounts)
|
Three Months Ended March 31, |
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---|---|---|---|---|---|---|---|---|
|
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 |
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Income before income taxes | 46,426 | 21,188 | ||||||
Provision for income taxes |
19,250 |
10,340 |
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Net income | $ | 27,176 | $ | 10,848 | ||||
Net income per sharebasic | $ | 0.28 | $ | 0.13 | ||||
Net income per sharediluted | $ | 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 | ||||
AddConvertible notes interest, net of taxes | 2,189 | | ||||||
Adjusted net income | $ | 29,365 | $ | 10,848 | ||||
Weighted average number of shares outstandingbasic | 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 outstandingdiluted | 108,172 | 87,576 | ||||||
Net income per sharediluted | $ | 0.27 | $ | 0.12 | ||||
3
COMMUNITY HEALTH SYSTEMS, INC.
Selected Operating Data
(Unaudited)
($ in thousands)
|
For the Three Months Ended March 31, |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Consolidated |
Same Hospitals |
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|
2002 |
2001 |
% Change |
2002 |
2001 |
% Change |
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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 |
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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