QuickLinks -- Click here to rapidly navigate through this document

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

October 23, 2002
Date of Report (date of earliest event reported)


COMMUNITY HEALTH SYSTEMS, INC.
(Exact name of Registrant as specified in charter)


Delaware
(State or other jurisdiction
of incorporation)
  001-15925
(Commission File Number)
  13-3893191
(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 October 23, 2002, Community Health Systems, Inc. announced the operating results for the third quarter and nine months ended September 30, 2002.

ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.    REGULATION FD DISCLOSURE

        On October 23, 2002, the Company issued a press release announcing its third quarter and nine months ended September 30, 2002 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 following table sets forth selected information concerning the projected annual consolidated operating results of Community Health Systems, Inc. (the "Company") for the year ending December 31, 2003. These projections for 2003 are based on the Company's historical operating performance, current trends and other assumptions that the Company believes are reasonable at this time.

        The following is provided as guidance to analysts and investors:

Year Ending December 31, 2003 Projection Range:      
  Net operating revenue (in millions)   $ 2,450 to $2,500
  EBITDA (in millions)   $ 420 to $428
  Net income per share—diluted   $ 1.20* to $1.24*
  Acquisitions of new hospitals     3 to 4
  Weighted average diluted shares (in millions)     110*

*
The inclusion of the assumed conversion of convertible notes for purposes of fully diluted calculation will cause a $0.01 actual decrease in the reported net income per share. Accordingly, for purposes of providing guidance, we have assumed the conversion of the convertible notes (after tax interest savings of $8.7 million and 8.6 million shares added to the number of weighted average diluted shares).

The following assumptions were used in developing the above guidance:

        The projections set forth in the preceding 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:

        The quarterly and year-to-date consolidated operating results for the quarter and nine months ended September 30, 2002, are not necessarily indicative of the results that may be expected for any future quarter or for any future fiscal year.

        The Company cautions that the annual projection for 2003 set forth on the preceding page is 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.




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: October 23, 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 October 23, 2002

Exhibit Number

  Description
99.1   Press Release dated October 23, 2002



QuickLinks

SIGNATURES

QuickLinks -- Click here to rapidly navigate through this document

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 THIRD QUARTER 2002 RESULTS WITH NET
OPERATING REVENUES UP 32.7% AND EBITDA UP 18.0%



COMPLETED TWO HOSPITAL ACQUISITIONS DURING THIRD QUARTER ADDING 217 BEDS

        BRENTWOOD, Tenn. (October 23, 2002) - Community Health Systems, Inc. (NYSE: CYH) today announced strong financial and operating results for the third quarter and nine months ended September 30, 2002.

        Net operating revenues for the third quarter ended September 30, 2002, totaled $552.8 million, a 32.7% increase compared with $416.6 million for the same period last year. EBITDA for the third quarter of 2002 was $87.3 million, compared with $74.0 million for the same period last year, representing an 18.0% increase. Income before extraordinary item was $25.4 million, or $0.25 per share (diluted), compared with $10.0 million, or $0.11 per share (diluted), for the same period last year. Refer to page 4 for "Financial Highlights."

        During the third quarter of 2002, the Company refinanced its existing $1.1 billion credit agreement and repaid certain indebtedness. In connection with repayment of the existing credit agreement, the Company recognized a $5.2 million after-tax extraordinary loss on the early extinguishment of debt. After the extraordinary charge, net income was $20.2 million, or $0.21 per share (diluted), on 108.5 million weighted average shares (diluted) outstanding for the quarter ended September 30, 2002 (including the assumed conversion of the convertible notes), compared with $10.0 million, or $0.11 (diluted) per share, on 87.8 million weighted average shares (diluted) for the same period last year.

        The consolidated financial results for the third quarter ended September 30, 2002, reflect a 27.6% increase in admissions and a 27.2% increase in adjusted admissions, compared with the third quarter of 2001. On a same store basis, admissions increased 6.1%, adjusted admissions increased 6.0%, and net revenues increased 10.7% compared with the same period last year.

        Net operating revenues for the nine months ended September 30, 2002, totaled $1,616.9 million, a 33% increase compared with $1,216.1 million for the same period last year. EBITDA for the nine months ended September 30, 2002 was $267.2 million, an 18.7% increase compared with $225.1 million for the same period last year. Income before extraordinary item was $76.8 million, or $0.77 per share (diluted), for the nine months ended September 30, 2002, compared with $30.5 million, or $0.35 per share (diluted), for the same period last year. After the extraordinary charge, net income was $71.6 million, or $0.72 per share (diluted), on 108.4 million weighted average shares (diluted) outstanding for the nine months ended September 30, 2002 (including the assumed conversion of the convertible notes), compared with $30.5 million, or $0.35 per share (diluted), on 87.6 million average shares outstanding for the same period last year.

        The consolidated financial results for the nine months ended September 30, 2002, reflect a 26.7% increase in admissions and a 27.5% increase in adjusted admissions, compared with the same period last year. On a same store basis, admissions increased 4.6%, adjusted admissions increased 5.6%, and net revenues increased 9.4%, compared with the same period last year.


CYH Announces Third Quarter 2002 Results
Page 2
October 23, 2002

        The 23.5% and 23.6% increases in the weighted average number of shares (diluted) outstanding for the third quarter and the nine months ended September 30, 2002, respectively, compared to the same periods last year, are 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. The impact of the assumed conversion of the convertible notes was not significant enough to cause reported fully diluted income per share before extraordinary item or net income per share to decrease.

        "Community Health Systems' outstanding financial and operating performance during the third quarter of 2002 reflects successful execution of our operating strategies," commented Wayne T. Smith, chairman, president and chief executive officer of Community Health Systems, Inc. "The Company delivered solid year-over-year growth trends on a consolidated basis reflecting contributions from recent hospital acquisitions as well as robust same-store revenue growth and admissions trends. We are very pleased with the momentum in our business and look forward to continued progress for the remainder of 2002."

        The Company completed two acquisitions of non-profit hospitals during the third quarter of 2002. With the acquisition of Lock Haven Hospital (77 beds) in Lock Haven, Pennsylvania and Memorial Hospital of Salem County (140 beds) in Salem, New Jersey, the number of hospitals owned or leased increased to 62 and the number of states in which the Company operates increased to 22. The other acquisitions completed during the first nine months of 2002 were Gateway Regional Medical Center (396 beds) in Granite City, Illinois, acquired on January 1, 2002, Helena Regional Medical Center (155 beds) in Helena, Arkansas, acquired on March 1, 2002, and Plateau Medical Center (90 beds) in Oak Hill, West Virginia, acquired on June 30, 2002. Each of these hospitals is the sole provider of general hospital services in its community.

        "Our acquisition strategy has been highly successful to date as Community Health Systems continues to lead the industry in selectively acquiring non-urban hospitals in attractive growth markets," added Smith. "We have already surpassed our goal for the year with five new hospitals added to our portfolio. In addition, the completion of a $1.2 billion senior secured credit facility has extended our credit terms and provided increased credit availability for future acquisitions. Our proven ability to assimilate these acquired hospitals into our system and enhance the level of healthcare services provided in their respective communities has continued to set a high standard for success in our industry."

        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, October 24, 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 November 24, 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), Form 10-K for the year ended December 31, 2001, and Form 10-Q for the quarters ended March 31, 2002 and June 30, 2002. These filings identify important risk factors and other uncertainties that could cause actual results to differ from those contained in the forward-looking statements.

2


CYH Announces Third Quarter 2002 Results
Page 3
October 23, 2002


COMMUNITY HEALTH SYSTEMS, INC.
Financial Highlights
(Unaudited)
(In thousands, except per share amounts)

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
 
  2002
  2001
  2002
  2001
 
Net operating revenues   $ 552,841   $ 416,569   $ 1,616,942   $ 1,216,123  
EBITDA (a)   $ 87,314   $ 74,026   $ 267,234   $ 225,104  
Income before extraordinary item   $ 25,430   $ 10,041   $ 76,847   $ 30,540 (b)
Net income   $ 20,156   $ 10,041   $ 71,573   $ 30,540 (b)
Income per share before extraordinary item:                          
  Basic   $ 0.26   $ 0.12   $ 0.78   $ 0.36 (b)
  Diluted   $ 0.25   $ 0.11   $ 0.77   $ 0.35 (b)
Net income per share:                          
  Basic   $ 0.21   $ 0.12   $ 0.73   $ 0.36 (b)
  Diluted   $ 0.21 (c) $ 0.11   $ 0.72 (c) $ 0.35 (b)
Weighted average number of shares outstanding:                          
  Basic     98,534     85,945     98,350     85,810  
  Diluted     108,513 (c)   87,833     108,371 (c)   87,648  

(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 three months ended September 30, 2002 and $0.19 per share for the nine months ended September 30, 2002. When comparing 2002 results to 2001 results, on a pro forma basis, the adoption of SFAS No. 142 would have resulted in net income for the nine months ended September 30, 2001 of $49.2 million or $0.56 per share (diluted), representing a $0.21 increase based on the smaller number of shares outstanding in that period. When compared to the 2001 pro forma results, income before extraordinary item and income per share before extraordinary item (diluted) results for the nine months ended September 30, 2002 would have increased 56.3% and 37.5%, respectively.

(c)
Adjusted to include employee stock options and assumed conversion of convertible notes. Since the income per share impact of the conversion of the convertible notes is less than the basic income per share for both periods presented, the convertible notes are dilutive and accordingly, must be included in the fully diluted calculation even though there is no actual decrease in the reported income per share before extraordinary item or net income per share (after tax interest savings of $2.2 million and $6.6 million, respectively and 8.6 million shares added to the number of weighted average diluted shares).

CYH Announces Third Quarter 2002 Results
Page 4
October 23, 2002


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

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
  2002
  2001
  2002
  2001
Net operating revenues   $ 552,841   $ 416,569   $ 1,616,942   $ 1,216,123
   
 
 
 
Operating expenses:                        
  Salaries and benefits     221,459     163,320     652,838     473,101
  Provision for bad debts     52,351     38,384     149,970     112,343
  Supplies     62,960     48,142     188,865     141,030
  Other operating expenses     128,757     92,697     358,035     264,545
  Depreciation and amortization     28,982     23,318     86,417     66,412
  Amortization of goodwill         7,313         21,387
  Minority interests in earnings     345         1,861    
   
 
 
 
    Total expenses     494,854     373,174     1,437,986     1,078,818
   
 
 
 
Income from operations     57,987     43,395     178,956     137,305
Interest expense, net     14,788     23,541     48,039     76,715
   
 
 
 
Income before income taxes     43,199     19,854     130,917     60,590
Provision for income taxes     17,769     9,813     54,070     30,050
   
 
 
 
Income before extraordinary item     25,430     10,041     76,847     30,540
Extraordinary loss from early extinguishment of debt, net of tax benefit of $3,372     5,274         5,274    
   
 
 
 
Net income   $ 20,156   $ 10,041   $ 71,573   $ 30,540
   
 
 
 
Income per share before extraordinary item:                        
  Basic   $ 0.26   $ 0.12   $ 0.78   $ 0.36
   
 
 
 
  Diluted   $ 0.25   $ 0.11   $ 0.77   $ 0.35
   
 
 
 
Net income per share:                        
  Basic   $ 0.21   $ 0.12   $ 0.73   $ 0.36
   
 
 
 
  Diluted   $ 0.21   $ 0.11   $ 0.72   $ 0.35
   
 
 
 
Weighted average number of shares outstanding:                        
  Basic     98,534     85,945     98,350     85,810
   
 
 
 
  Diluted     108,513     87,833     108,371     87,648
   
 
 
 

CYH Announces Third Quarter 2002 Results
Page 5
October 23, 2002


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

 
  For the Three Months Ended September 30,
 
 
  Consolidated
  Same Store
 
 
  2002*
  2001
  %Change
  2002
  2001
  %Change
 
Number of hospitals (at end of period)     61     54         54     54      
Licensed beds (at end of period)     6,023     4,935         4,810     4,935      
Beds in service (at end of period)     4,753     3,788         3,934     3,788      
Admissions     52,032     40,772   27.6 %   43,267     40,772   6.1 %
Adjusted admissions     97,848     76,905   27.2 %   81,555     76,905   6.0 %
Patient days     198,137     152,720   29.7 %   158,531     152,720   3.8 %
Average length of stay (days)     3.8     3.7         3.7     3.7      
Occupancy rate (beds in service)     45.9 %   44.4 %       44.9 %   44.4 %    
Net operating revenues   $ 552,841   $ 416,569   32.7 % $ 461,147   $ 416,659   10.7 %
  Net inpatient revenue as a % of
Total net operating revenues
    52.2 %   50.9 %       52.2 %   50.9 %    
  Net outpatient revenue as a % of
Total net operating revenues
    46.6 %   47.9 %       46.7 %   47.9 %    
EBITDA as a % of net
operating revenues
    15.8 %   17.8 %       17.9 %   17.8 %    
 
  For the Nine Months Ended September 30,
 
 
  Consolidated
  Same Store
 
 
  2002*
  2001
  %Change
  2002
  2001
  %Change
 
Number of hospitals (at end of period)     61     54         54     54      
Licensed beds (at end of period)     6,023     4,935         4,810     4,935      
Beds in service (at end of period)     4,753     3,788         3,934     3,788      
Admissions     156,318     123,331   26.7 %   129,008     123,331   4.6 %
Adjusted admissions     289,070     226,705   27.5 %   239,360     226,705   5.6 %
Patient days     604,671     468,714   29.0 %   480,926     468,714   2.6 %
Average length of stay (days)     3.9     3.8         3.7     3.8      
Occupancy rate (beds in service)     48.8 %   47.0 %       47.6 %   47.0 %    
Net operating revenues   $ 1,616,942   $ 1,216,123   33.0 % $ 1,330,924   $ 1,215,999   9.4 %
  Net inpatient revenue as a % of
Total net operating revenues
    52.2 %   51.0 %       51.9 %   51.0 %    
  Net outpatient revenue as a % of
Total net operating revenues
    46.5 %   47.8 %       47.0 %   47.8 %    
EBITDA as a % of net
operating revenues
    16.5 %   18.5 %       18.7 %   18.5 %    

*
Does not include hospital acquired on September 30, 2002.

CYH Announces Third Quarter 2002 Results
Page 6
October 23, 2002


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

 
  September 30,
2002

  December 31,
2001

 
ASSETS              

Current assets:

 

 

 

 

 

 

 
 
Cash and cash equivalents

 

$

117,530

 

$

8,386

 
  Patient accounts receivable, net     390,775     360,852  
  Other current assets     128,888     116,121  
   
 
 
      Total current assets     637,193     485,359  
   
 
 
Property and equipment     1,240,617     1,066,959  
  Less accumulated depreciation and amortization     (258,900 )   (200,425 )
   
 
 
    Property and equipment, net     981,717     866,534  
   
 
 
Goodwill, net     1,048,402     999,525  
   
 
 
Other assets, net     101,183     100,046  
   
 
 
      Total assets   $ 2,768,495   $ 2,451,464  
   
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY              

Current liabilities:

 

 

 

 

 

 

 
 
Current maturities of long-term debt

 

$

15,597

 

$

58,691

 
  Accounts payable and accrued liabilities     306,176     231,681  
   
 
 
      Total current liabilities     321,773     290,372  
   
 
 
Long-term debt     1,178,339     980,083  
   
 
 
Other long-term liabilities     81,746     65,344  
   
 
 
Stockholders' equity     1,186,637     1,115,665  
   
 
 
      Total liabilities and stockholders' equity   $ 2,768,495   $ 2,451,464  
   
 
 



QuickLinks

COMMUNITY HEALTH SYSTEMS, INC. ANNOUNCES STRONG THIRD QUARTER 2002 RESULTS WITH NET OPERATING REVENUES UP 32.7% AND EBITDA UP 18.0%
COMPLETED TWO HOSPITAL ACQUISITIONS DURING THIRD QUARTER ADDING 217 BEDS
COMMUNITY HEALTH SYSTEMS, INC. Financial Highlights (Unaudited) (In thousands, except per share amounts)
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)