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 sharediluted | $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 ShareDiluted 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:
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rate of 2.04% for a term ending June 13, 2007. Under the second agreement, the Company pays interest quarterly at an annualized fixed interest rate of 2.4% for a term ending June 13, 2008. On the payment dates, the Company receives an offsetting variable rate of interest payment from the counterparty based on the three month London Inter-Bank Offer Rate. Except for the impact of this interest rate swap, effective interest rates are not assumed to change significantly from levels as of June 30, 2003 during 2003.
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:
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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
Net income is the financial measure calculated and presented in accordance with generally accepted accounting principles that is comparable to EBITDA, as defined. The following table reconciles EBITDA, as defined, to net income as presented in the above guidance:
|
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 | ||||
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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) |
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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) |
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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 |
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