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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 23, 2003
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 9. REGULATION FD DISCLOSURE (including information furnished pursuant to Item 12)

        The following information is being furnished pursuant to Item 12, "Results of Operations and Financial Condition." Consequently, it is not deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K. On July 23, 2003, Community Health Systems, Inc. (the "Company"), announced operating results for the quarter ended June 30, 2003. A copy of the related press release is attached as Exhibit 99.1 to this Form 8-K.

        The following table sets forth selected information concerning the projected quarterly and annual consolidated operating results of 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 and is our update to our previous guidance released on February 26, 2003.

 
  2003
Projection Range

  2002
Actual

  Projected 2003
% Increase
over 2002

Net operating revenue (in millions)   $2,725 to $2,750   $ 2,200   24% to 25%
EBITDA (a) (in millions)   $436 to $442   $ 362   20% to 22%
Net Income   $124 to $126   $ 100   24% to 26%
Net income per share—diluted   $1.23 to $1.25  (b)   $ 1.00 (c) 23% to 25%
Same store annual admissions growth   -0.5% to +1.0%(d)          
Routine capital expenditures (in millions)   $100 to $102          
Replacement hospital expenditures (in millions)   $40 to $42          
Acquisitions after June 30, 2003   2          
Weighted average diluted shares (in millions)   108(b)          

Net Income Per Share—Diluted Estimate by Quarter:

 

 

 

 

 

 

 
3rd quarter ending September 30, 2003   $0.29 to $0.30          
4th quarter ending December 31, 2003   $0.31 to $0.32          

For Footnotes (a) – (d) see pages 4 and 5.

        The following assumptions were used in developing the guidance provided above:

2



        The projections set forth in this report 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:

3


        The quarterly and year-to-date consolidated operating results for the quarter and six months ended June 30, 2003, are not necessarily indicative of the results that may be experienced for any future quarter or for any future fiscal year.

        The Company cautions that the quarterly and annual projections for 2003 set forth herein are 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.


Footnotes from Page 2

(a)
EBITDA consists of income before interest, income taxes, depreciation and amortization, and minority interest in earnings. EBITDA should not be considered a measure of financial performance under generally accepted accounting principles. Items excluded from EBITDA are significant components in understanding and assessing financial performance. EBITDA is an analytical indicator used by management and the healthcare industry to evaluate hospital performance, allocate resources and measure leverage and debt service capacity. EBITDA should not be considered in isolation or as alternatives to net income, cash flows generated by operations, investing or financing activities, or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Because EBITDA is not a measurement determined in accordance with generally accepted principles and is thus susceptible to varying calculations, EBITDA as presented may not be comparable to other similarly titled measures of other companies.
 
  2003
Projection Range

  2002
Actual

Net Income   $ 124   $ 126   $ 100
Taxes and Interest expense     159     161     133
Loss from early extinguishment debt             9
Depreciation, amortization and minority interest in earnings     153     155     120
   
 
 
  EBITDA   $ 436   $ 442   $ 362
   
 
 

4


(b)
The inclusion of the assumed conversion of convertible notes for purposes of fully diluted calculation is expected to 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).

(c)
For comparison purposes, the extraordinary loss from early extinguishment of debt, net of tax of $0.05, has been reclassified to operating income to conform to the requirements of SFAS No. 145. Had income before extraordinary item per share been shown for 2002 as previously reported, the 2003 percent increase over 2002 would have been 17% to 19%.

(d)
The reduction from our February 26, 2003 guidance related to same store annual admissions growth is due to lower than expected admissions during the six months ended June 30, 2003, a trend that is expected to continue for the remainder of 2003 due to currently depressed economic conditions.

5



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 23, 2003

 

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)

6


Index to Exhibits Filed with the Current Report on Form 8-K Dated July 23, 2003

Exhibit Number

  Description
99.1   Press Release dated July 23, 2003

7




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Exhibit Number 99.1

GRAPHIC

Investor Contact:

 

W. Larry Cash
Executive Vice President and Chief Financial Officer (615) 373-9600


COMMUNITY HEALTH SYSTEMS, INC. ANNOUNCES
SECOND QUARTER 2003 RESULTS WITH NET REVENUE UP 23.9%, EBITDA UP 17.4%,
NET INCOME UP 26.2% AND NET INCOME PER SHARE (DILUTED) UP 25.0%

BRENTWOOD, Tenn. (July 23, 2003) — Community Health Systems, Inc. (NYSE: CYH) today announced financial and operating results for the second quarter and six months ended June 30, 2003.

        Net operating revenues for the second quarter ended June 30, 2003, totaled $657.3 million, a 23.9% increase compared with $530.6 million for the same period last year. EBITDA for the second quarter of 2003 was $102.7 million, compared with $87.5 million for the same period last year, representing a 17.4% increase. Net income increased 26.2% to $30.6 million, or $0.30 per share (diluted), on 107.8 million weighted average shares outstanding for the quarter ended June 30, 2003, compared with $24.2 million, or $0.24 per share (diluted), on 99.8 million weighted average shares outstanding for the same period last year. Refer to page 2 for "Financial Highlights."

        The consolidated financial results for the second quarter ended June 30, 2003, reflect a 14.2% increase in total admissions, and a 12.9% increase in adjusted admissions, compared with the second quarter of 2002. On a same store basis, admissions decreased 0.9%, adjusted admissions decreased 2.1%, and net revenues increased 8.3% compared with the same period last year.

        Net operating revenues for the six months ended June 30, 2003, totaled $1.3 billion, compared with $1.1 billion for the same period last year, a 23.7% increase. EBITDA for the six months ended June 30, 2003 was $209.3 million, compared with $179.9 million for the same period last year, a 16.3% increase. Net income increased 24.8% to $64.2 million, or $0.64 per share (diluted), on 107.8 million weighted average shares outstanding which includes the assumed conversion of the convertible notes for the six months ended June 30, 2003, compared with $51.4 million, or $0.52 per share (diluted), on 108.3 million weighted average shares outstanding for the same period last year.

        The consolidated financial results for the six months ended June 30, 2003, reflect a 14.7% increase in total admissions, and a 14.0% increase in adjusted admissions, compared with the same period last year. On a same store basis, admissions decreased 0.7%, adjusted admissions decreased 1.5%, and net revenues increased 8.3%, compared with the same period last year.

        "Community Health Systems' solid performance during the second quarter of 2003 reflects the consistent execution of our operating strategy," commented Wayne T. Smith, chairman, president and chief executive officer of Community Health Systems, Inc. "While the difficult economic climate has affected our volumes this year, our ability to continue to drive revenues and earnings demonstrates that we are doing the right things. Our strong top line growth reflects our capacity to improve the level and scope of services and enhance the financial and operating performance of our hospitals. We are very pleased with our financial performance and look forward to continued progress for the remainder of 2003."


        On July 1, 2003, the Company announced the consummation of the acquisition of Pottstown Memorial Medical Center (299 beds) in Pottstown, Pennsylvania.

        "Our acquisition-oriented growth 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 eight new hospitals added to our portfolio. Our proven ability to assimilate these acquired hospitals into our system and enhance the level of healthcare services provided in their respective communities has been a key differentiator for Community Health Systems. Furthermore, it is our view that our success in the marketplace and our belief that we have a favorable reputation as the acquirer of choice in many instances will continue to extend our leadership position."

        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. Through its subsidiaries, the Company currently owns, leases or operates 71 hospitals in 22 states. Its hospitals offer a broad range of inpatient medical and surgical services, outpatient treatment and skilled nursing care. 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, July 24, 2003 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 by clicking on the Investor Relations link of 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 August 24, 2003. A copy of the Company's Form 8-K (including this press release) and conference call slide show will also be available on the Company's website at www.chs.net.

        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, 2002 and Form 10-Q for the quarter ended March 31, 2003. 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
June 30,

  Six Months Ended
June 30,

 
 
  2003
  2002
  2003
  2002
 
Net operating revenues   $ 657,293   $ 530,582   $ 1,316,570   $ 1,064,101  
EBITDA(a)   $ 102,733   $ 87,520   $ 209,307   $ 179,920  
Net income   $ 30,616   $ 24,241   $ 64,155   $ 51,417  
Net Income per share—basic   $ 0.31   $ 0.25   $ 0.65   $ 0.52  
Weighted average number of shares outstanding—basic     98,256     98,268     98,314     98,236  
Net income per share—diluted   $ 0.30   $ 0.24   $ 0.64   $ 0.52  
Weighted average number of shares outstanding—diluted     107,765 (b)   99,844     107,786 (b)(c)   108,299 (b)

2


 
  Three Months Ended
June 30,

  Six Months Ended
June 30,

 
  2003
  2002
  2003
  2002
Net Income   $ 30,616   $ 24,241   $ 64,155   $ 51,417
Provision for income taxes     20,412     17,051     42,817     36,301
Interest expense, net     16,667     16,522     33,683     33,251
Depreciation and amortization     34,358     28,951     67,600     57,435
Minority interest in earnings     680     755     1,052     1,516
   
 
 
 
  EBITDA   $ 102,733   $ 87,520   $ 209,307   $ 179,920
   
 
 
 

3



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

 
  Three Months Ended
June 30,

  Six Months Ended
June 30

 
  2003
  2002
  2003
  2002
Net operating revenues   $ 657,293   $ 530,582   $ 1,316,570   $ 1,064,101
   
 
 
 
Operating expenses:                        
  Salaries and benefits     263,307     214,215     532,079     431,379
  Provision for bad debts     62,078     47,722     124,419     97,619
  Supplies     76,152     61,905     152,972     125,905
  Other operating expenses     153,023     119,220     297,793     229,278
  Depreciation and amortization     34,358     28,951     67,600     57,435
  Minority interests in earnings     680     755     1,052     1,516
   
 
 
 
    Total expenses     589,598     472,768     1,175,915     943,132
   
 
 
 
Income from operations     67,695     57,814     140,655     120,969
Interest expense, net     16,667     16,522     33,683     33,251
   
 
 
 
Income before income taxes     51,028     41,292     106,972     87,718
Provision for income taxes     20,412     17,051     42,817     36,301
   
 
 
 
Net income   $ 30,616   $ 24,241   $ 64,155   $ 51,417
   
 
 
 
Net income per share—basic   $ 0.31   $ 0.25   $ 0.65   $ 0.52
   
 
 
 
Net income per share—diluted   $ 0.30   $ 0.24   $ 0.64   $ 0.52
   
 
 
 
Weighted average number of shares outstanding:                        
  Basic     98,256     98,268     98,314     98,236
   
 
 
 
  Diluted     107,765     99,844     107,786     108,299
   
 
 
 
Net income per share calculation:                        
  Net income   $ 30,616   $ 24,241   $ 64,155   $ 51,417
  Add—Convertible notes interest, net of taxes     2,189         4,378     4,378
   
 
 
 
  Adjusted net income   $ 32,805   $ 24,241   $ 68,533   $ 55,795
   
 
 
 
Weighted average number of shares                        
  outstanding-basic     98,256     98,268     98,314     98,236
Add effect of dilutive securities:                        
  Employee stock options     927     1,576     890     1,481
  Convertible notes     8,582         8,582     8,582
   
 
 
 
Weighted average number of shares                        
  outstanding-diluted     107,765     99,844     107,786     108,299
   
 
 
 
  Net income per share—diluted   $ 0.30   $ 0.24   $ 0.64   $ 0.52
   
 
 
 

4



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

 
  For the Three Months Ended June 30,
 
  Consolidated
  Same Store
 
  2003
  2002
  % Change
  2003
  2002
  % Change
Number of hospitals     70     59*         59     59*    
Licensed beds     6,962     5,914         5,825     5,914    
Beds in service     5,390     4,502         4,618     4,502    
Admissions     57,979     50,771   14.2%     50,320     50,771   -0.9%
Adjusted admissions     107,096     94,871   12.9%     92,848     94,871   -2.1%
Patient days     221,735     195,922   13.2%     194,764     195,922   -0.6%
Average length of stay (days)     3.8     3.9         3.9     3.9    
Occupancy rate (beds in service)     45.2 %   47.9 %       46.3 %   47.9 %  
Net operating revenues   $ 657,293   $ 530,582   23.9%   $ 574,574   $ 530,421   8.3%
Net inpatient revenue as a % of
Total net operating revenues
    50.2 %   51.7 %       50.2 %   51.3 %  
Net outpatient revenue as a % of
Total net operating revenues
    48.5 %   47.0 %       48.5 %   47.4 %  
EBITDA as a % of net operating revenues     15.6 %   16.5 %       16.6 %   16.5 %  
Net income as a % of net operating revenue     4.7 %   4.6 %                  

 


 

For the Six Months Ended June 30,

 
  Consolidated
  Same Store
 
  2003
  2002
  % Change
  2003
  2002
  % Change
Number of hospitals     70     59*         59     59*    
Licensed beds     6,962     5,914         5,825     5,914    
Beds in service     5,390     4,502         4,618     4,502    
Admissions     119,627     104,286   14.7%     103,608     104,286   -0.7%
Adjusted admissions     217,916     191,171   14.0%     188,245     191,171   -1.5%
Patient days     466,987     406,534   14.9%     407,166     406,534   0.2%
Average length of stay (days)     3.9     3.9         3.9     3.9    
Occupancy rate (beds in service)     47.9 %   50.3 %       49.0 %   50.3 %  
Net operating revenues   $ 1,316,570   $ 1,064,101   23.7%   $ 1,151,837   $ 1,063,910   8.3%
Net inpatient revenue as a % of
Total net operating revenues
    51.6 %   52.2 %       51.6 %   52.1 %  
Net outpatient revenue as a % of
Total net operating revenues
    47.1 %   46.4 %       47.1 %   46.6 %  
EBITDA as a % of net
operating revenues
    15.9 %   16.9 %       17.0 %   16.9 %  
Net income as a % of net operating revenue     4.7 %   4.6 %                  

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

5



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

 
  June 30,
2003

  December 31,
2002

 
ASSETS              
Current assets:              
  Cash and cash equivalents   $ 25,306   $ 132,844  
  Patient accounts receivable, net     411,085     400,442  
  Other current assets     121,542     114,440  
   
 
 
    Total current assets     557,933     647,726  
   
 
 
Property and equipment     1,463,139     1,310,738  
  Less accumulated depreciation and amortization     (328,709 )   (281,401 )
   
 
 
    Property and equipment, net     1,134,430     1,029,337  
   
 
 
Goodwill, net     1,091,918     1,029,975  
   
 
 
Other assets, net     102,755     102,458  
   
 
 
    Total assets   $ 2,887,036   $ 2,809,496  
   
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY              
Current liabilities:              
  Current maturities of long-term debt   $ 17,780   $ 18,529  
  Accounts payable and accrued liabilities     316,936     299,901  
   
 
 
    Total current liabilities     334,716     318,430  
   
 
 
Long-term debt     1,168,197     1,173,929  
   
 
 
Other long-term liabilities     112,750     102,832  
   
 
 
Stockholders' equity     1,271,373     1,214,305  
   
 
 
    Total liabilities and stockholders' equity   $ 2,887,036   $ 2,809,496  
   
 
 

6



COMMUNITY HEALTH SYSTEMS, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
($ in thousands)

 
  Six Months ended June 30,
 
 
  2003
  2002
 
Cash flows from operating activities              
  Net income   $ 64,155   $ 51,417  
  Adjustments to reconcile net income to net cash provided by operating activities:              
  Depreciation and amortization     67,600     57,435  
  Minority interest in earnings     1,052     1,516  
  Other non-cash expenses, net     122     2,496  
  Net Changes in operating assets and liabilities, net of effects of acquisitions     18,362     22,891  
   
 
 
    Net cash provided by operating activities     151,291     135,755  
   
 
 
Cash flows from investing activities              
  Acquisitions of facilities     (157,176 )   (70,122 )
  Purchases of property and equipment     (66,101 )   (50,778 )
  Increase in other assets     (13,640 )   (14,760 )
   
 
 
    Net cash used in investing activities     (236,917 )   (135,660 )
   
 
 
Cash flows from financing activities              
  Proceeds from issuance of common stock, net of expenses         3,900  
  Proceeds from exercise of stock options     768     1,463  
  Stock buy-back     (12,533 )    
  Proceeds from minority investments         1,770  
  Redemption of minority investments     (115 )   (571 )
  Distribution to minority investors     (1,539 )   (217 )
  Borrowings under Credit Agreement     80,000     55,900  
  Repayments of long-term indebtedness     (88,493 )   (50,702 )
   
 
 
    Net cash (used in) provided by financing activities     (21,912 )   11,543  
   
 
 
Net change in cash and cash equivalents     (107,538 )   11,638  
Cash and cash equivalents at beginning of period     132,844     8,386  
   
 
 
Cash and cash equivalents at end of period   $ 25,306   $ 20,024  
   
 
 

7




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COMMUNITY HEALTH SYSTEMS, INC. ANNOUNCES SECOND QUARTER 2003 RESULTS WITH NET REVENUE UP 23.9%, EBITDA UP 17.4%, NET INCOME UP 26.2% AND NET INCOME PER SHARE (DILUTED) UP 25.0%
COMMUNITY HEALTH SYSTEMS, INC. Financial Highlights
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)
COMMUNITY HEALTH SYSTEMS, INC. Condensed Consolidated Statements of Cash Flows (Unaudited) ($ in thousands)