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 sharediluted | $ | 1.20* to $1.24* | ||
Acquisitions of new hospitals | 3 to 4 | |||
Weighted average diluted shares (in millions) | 110* |
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.
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 |
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 |
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 | % |
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 | ||||||