-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K5Mcf1wlERKnT05NjS9DmYfe0UQquk01DcdL4OmJNljg1TiCIccjxjkE5+m9vftj G3NOBwBZ57aLKggNuPNnpw== 0000950144-02-010702.txt : 20021023 0000950144-02-010702.hdr.sgml : 20021023 20021023143544 ACCESSION NUMBER: 0000950144-02-010702 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021021 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20021023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIFEPOINT HOSPITALS INC CENTRAL INDEX KEY: 0001074772 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 522165845 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29818 FILM NUMBER: 02796041 BUSINESS ADDRESS: STREET 1: 103 POWELL COURT STREET 2: SUITE 200 CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6153728500 MAIL ADDRESS: STREET 1: 4525 HARDING RD CITY: NASHVILLE STATE: TN ZIP: 37205 FORMER COMPANY: FORMER CONFORMED NAME: LIFEPOINT HOSPITALS LLC DATE OF NAME CHANGE: 19981207 8-K 1 g78832e8vk.htm LIFEPOINT HOSPITALS, INC e8vk
Table of Contents

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

Date of report (Date of earliest event reported):

October 23, 2002 (October 21, 2002)

LIFEPOINT HOSPITALS, INC.

(Exact Name of Registrant as Specified in its Charter)
         
Delaware   0-29818   52-2165845
 
 
(State or Other   (Commission File Number)   (I.R.S. Employer
Jurisdiction of Incorporation)       Identification Number)

103 Powell Court, Suite 200
Brentwood, Tennessee 37027

(Address of Principal Executive Offices) (Zip Code)

(615) 372-8500

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Page 1 of 4 pages

Exhibit Index located on Page 4

 

Item 7. Financial Statements and Exhibits.
Item 9. Regulation FD Disclosure.
SIGNATURES
EXHIBIT INDEX
PRESS RELEASE

Table of Contents

Item 7. Financial Statements and Exhibits.

     (a)  Financial statements of businesses acquired.

       None required

     (b)  Pro forma financial information.

       None required

     (c)  Exhibits.

       99     Copy of press release issued by the Company on October 21, 2002.

Item 9. Regulation FD Disclosure.

  LifePoint Hospitals, Inc. (the “Company”) issued a press release on October 21, 2002. The press release announced the Company’s financial results for the third quarter and nine months ended September 30, 2002. See the press release attached as Exhibit 99.

2

Table of Contents

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    LIFEPOINT HOSPITALS, INC.
 
       
 
    By:   /s/ Michael J. Culotta
Michael J. Culotta
Senior Vice President and
Chief Financial Officer

Date: October 23, 2002

3

Table of Contents

EXHIBIT INDEX

             
Exhibit            
Number   Description of Exhibits        
 
       
99   Copy of press release issued by the Company on October 21, 2002.

4 EX-99 3 g78832exv99.txt PRESS RELEASE EXHIBIT 99 LIFEPOINT HOSPITALS, INC. CONTACT: MICHAEL J. CULOTTA SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (615) 372-8512 LIFEPOINT HOSPITALS REPORTS 65% INCREASE IN THIRD QUARTER 2002 EPS BRENTWOOD, TENNESSEE (October 21, 2002) - LifePoint Hospitals, Inc. (NASDAQ: LPNT) today announced results for the third quarter and nine months ended September 30, 2002. For the third quarter ended September 30, 2002, net revenues were $182.2 million, up 22.2% from $149.2 million a year ago. Income before extraordinary item for the quarter totaled $15.2 million, or $0.39 per diluted share, versus net income of $7.5 million, or $0.20 per diluted share, in the prior-year period, representing increases of 102.8% and 95.0%, respectively. Including extraordinary items, net income for the quarter ended September 30, 2002, totaled $12.7 million, or $0.33 per diluted share, compared with net income for the quarter ended September 30, 2001, of $7.5 million, or $0.20 per diluted share. Earnings before interest, income taxes, depreciation, amortization, ESOP expense, minority interest and extraordinary loss (EBITDA) increased 33.9% to $40.5 million from $30.3 million in the same period last year. For the nine months ended September 30, 2002, net revenues were $541.7 million, up 19.0% from $455.1 million a year ago. Income before extraordinary item for the nine-month period totaled $42.8 million, or $1.11 per diluted share, versus $24.6 million, or $0.67 per diluted share, (including a $0.5 million pre-tax gain, or $0.01 per diluted share) in the prior-year period, representing increases of 74.1% and 65.7%, respectively. During the nine months ended September 30, 2002, the Company repurchased $147.1 million of the 10 3/4% Senior Subordinated Notes due 2009. Including extraordinary items, net income for the nine months ended September 30, 2002, totaled $23.9 million, or $0.65 per diluted share, compared with net income for the nine months ended September 30, 2001, of $23.0 million, or $0.63 per diluted share. Earnings before interest, income taxes, depreciation, amortization, ESOP expense, minority interest, gain on previously impaired asset and extraordinary loss (EBITDA) increased 26.8% to $121.8 million from $96.1 million in the same period last year. Kenneth C. Donahey, chairman and chief executive officer of LifePoint Hospitals, said, "Our hospitals continue to deliver exceptional value and quality care to our communities. We are improving and adding services, recruiting the necessary physicians and specialists, and maintaining our fiscal discipline. We expect to continue our momentum throughout this year, and we look forward to the opportunities of 2003." -MORE- LPNT Announces Third Quarter Results Page 2 October 21, 2002 Subsequent to the close of the third quarter, the Company completed its acquisition of Russellville Hospital in Russellville, Alabama. Accredited by the Joint Commission on Accreditation of Healthcare Organizations, Russellville Hospital is a 100-bed acute care facility serving Franklin County. Earlier this month, LifePoint purchased the remaining 30% interest in Dodge City Healthcare Group, Inc., L.P., making it the sole owner of the joint venture that owns the 110-bed Western Plains Regional Hospital in Dodge City, Kansas. A listen-only simulcast and replay of LifePoint Hospitals' third quarter conference call will be available on-line at www.lifepointhospitals.com and www.companyboardroom.com on October 22, 2002, beginning at 10:00 a.m. Eastern Time. LifePoint Hospitals, Inc. operates 24 hospitals in non-urban areas. In most cases, the LifePoint facility is the only hospital in its community. LifePoint's non-urban operating strategy offers continued operational improvement by focusing on its five core values: delivering high quality patient care, supporting physicians, creating excellent workplaces for its employees, providing community value, and ensuring fiscal responsibility. Headquartered in Brentwood, Tennessee, LifePoint Hospitals is affiliated with over 7,000 employees. ****** The above statements include forward-looking statements based on current management expectations. Numerous factors exist which may cause results to differ from these expectations. Many of the factors that will determine the Company's future results are beyond the ability of the Company to control or predict. These statements are subject to risks and uncertainties relating to the Company, including without limitation, (i) possible changes in reimbursement to healthcare providers and insurers that may reduce payments; (ii) its ability to attract and retain qualified management and personnel, including physicians, nurses and clinical support personnel; (iii) the geographic concentration of the Company's operations; (iv) risks associated with the Company's acquisition and capital improvements strategies; (v) the management of healthcare risks as a result of the delivery of patient care; (vi) the regulated nature of the healthcare industry; (vii) the highly competitive nature of the healthcare business; (viii) the potential adverse impact of government investigations and litigation involving the business practices of HCA (to the extent relating to periods prior to the Company's formation); (ix) fluctuations in the market value of the Company's common stock; (x) the possibility that the Company's liquidity needs could change; and (xi) those risks and uncertainties detailed from time to time in the Company's filings with the Securities and Exchange Commission. Therefore, the Company's actual results may differ materially. The Company undertakes no obligation to update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. All references to "Company" and "LifePoint" as used throughout this document refer to LifePoint Hospitals, Inc. and its affiliates. -MORE- LPNT Announces Third Quarter Results Page 3 October 21, 2002 LIFEPOINT HOSPITALS, INC. UNAUDITED CONSOLIDATED STATEMENTS OF INCOME DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------------------------------- --------------------------------------- 2002 2001 2002 2001 ------------------- ------------------ ----------------- ----------------- AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO ------- ------ -------- ------ ------- ------ ------ ------ Revenues(1) $ 182.2 100.0% $ 149.2 100.0% $ 541.7 100.0% $455.1 100.0% Salaries and benefits 71.0 39.0% 59.3 39.7% 212.6 39.3% 179.0 39.3% Supplies 22.6 12.4% 19.0 12.7% 67.4 12.4% 57.4 12.6% Other operating expenses(1) 35.6 19.5% 29.1 19.6% 101.1 18.6% 88.5 19.5% Provision for doubtful accounts 12.5 6.9% 11.5 7.7% 38.8 7.2% 34.1 7.5% ------- ------ -------- ------ ------- ------ ------ ------ 141.7 77.8% 118.9 79.7% 419.9 77.5% 359.0 78.9% ------- ------ -------- ------ ------- ------ ------ ------ EBITDA 40.5 22.2% 30.3 20.3% 121.8 22.5% 96.1 21.1% Depreciation & amortization 8.9 4.8% 8.2 5.5% 28.0 5.2% 24.8 5.4% Interest expense, net 3.0 1.7% 4.0 2.7% 9.9 1.8% 14.2 3.1% Gain on previously impaired assets -- -- -- -- -- -- (0.5) (0.1)% ESOP expense 2.2 1.2% 3.0 2.0% 7.4 1.4% 8.0 1.8% ------- ------ -------- ------ ------- ------ ------ ------ Income before minority interests, income taxes and extraordinary item 26.4 14.5% 15.1 10.1% 76.5 14.1% 49.6 10.9% Minority interests 0.7 0.4% 0.6 0.4% 2.2 0.4% 1.9 0.4% ------- ------ -------- ------ ------- ------ ------ ------ Income before income taxes and extraordinary item 25.7 14.1% 14.5 9.7% 74.3 13.7% 47.7 10.5% Provision for income taxes 10.5 5.8% 7.0 4.7% 31.5 5.8% 23.1 5.1% ------- ------ -------- ------ ------- ------ ------ ------ Income before extraordinary item 15.2 8.3% 7.5 5.0% 42.8 7.9% 24.6 5.4% Extraordinary loss on early retirement of debt, net 2.5 1.3% -- -- 18.9 3.5% 1.6 0.3% ------- ------ -------- ------ ------- ------ ------ ------ Net income $ 12.7 7.0% $ 7.5 5.0% $ 23.9 4.4% $ 23.0 5.1% ======= ====== ======== ====== ======= ====== ====== ====== Shares used in diluted EPS (000's) 43,899 38,230 41,134 36,740 Diluted earnings per share: Income before gain on previously impaired assets and extraordinary item $ 0.39 $ 0.20 $ 1.11 $ 0.66 Gain on previously impaired assets, net -- -- -- 0.01 Extraordinary loss on early retirement of debt, net (0.06) -- (0.46) (0.04) ------- -------- ------- ------ Net income(2) $ 0.33 $ 0.20 $ 0.65 $ 0.63 ------- -------- ------- ------
(1) The Company recorded net adjustments to estimated third-party payor settlements that increased revenues by $5.8 million for the third quarter of 2002 compared with $1.1 million for the same period last year. For the nine months ended September 30, 2002, the Company has recorded net adjustments to estimated third-party payor settlements that increased revenues by $7.9 million compared with $1.9 million for the same period last year. The net adjustments to estimated settlements are primarily related to the favorable settlement of a Kentucky Medicaid rate appeal for $5.0 million, which is offset by related expenses of $0.9 million and included in other operating expenses. (2) In April 2002, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 145, "Recission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections." The recission of FASB Statement No. 4, "Reporting Gains and Losses from Extinguishment of Debt," no longer allows companies to report gains or losses from extinguishment of debt as an extraordinary item. Effective January 1, 2003, the Company will adopt FASB Statement No. 145, resulting in a $0.03 decrease in net income per diluted share from $0.65 to $0.62 for the nine months ended September 30, 2002, but no change in net income per diluted share for the three months ended September 30, 2002. -MORE- LPNT Announces Third Quarter Results Page 4 October 21, 2002 LIFEPOINT HOSPITALS, INC. UNAUDITED STATISTICS
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------------------------- ----------------------------------- % % 2002 2001 CHANGE 2002 2001 CHANGE --------- -------- ------ -------- -------- ------ ACTUAL: Number of hospitals at end of period 23 21 9.5% 23 21 9.5% Licensed beds at end of period 2,196 1,963 11.9% 2,196 1,963 11.9% Weighted average licensed beds 2,191 1,963 11.6% 2,195 1,974 11.2% Average daily census 799 740 8.0% 853 783 8.9% Average length of stay 4.0 4.0 --% 4.1 4.0 2.5% Revenues ($ in millions) $ 182.2(2) $ 149.2 22.2% $ 541.7(3) $ 455.1 19.0% Revenues per equivalent admission $ 5,049 $ 4,774 5.8% $ 4,934 $ 4,756 3.7% Equivalent admissions(1) 36,097 31,248 15.5% 109,799 95,702 14.7% Outpatient factor(1) 1.97 1.85 6.6% 1.91 1.81 5.7% Outpatient surgeries 16,233 14,387 12.8% 48,478 42,192 14.9% Inpatient surgeries 5,513 4,832 14.1% 16,897 14,733 14.7% Emergency room visits 89,841 79,145 13.5% 262,931 232,919 12.9% Admissions 18,297 16,875 8.4% 57,396 52,903 8.5% Net outpatient revenues as a percentage of net revenues 51.4% 49.4% N/A 50.1% 47.6% N/A SAME-HOSPITAL(4): Number of hospitals at end of period 21 21 -- % 21 21 -- % Licensed beds at end of period 1,962 1,963 (0.1)% 1,962 1,963 (0.1)% Weighted average licensed beds 1,962 1,963 (0.1)% 1,961 1,974 (0.7)% Average daily census 738 740 (0.3)% 783 783 -- % Average length of stay 4.0 4.0 -- % 4.0 4.0 -- % Revenues ($ in millions) $ 169.7(2) $ 149.3 13.7% $ 499.2(3) $ 455.0 9.7% Revenues per equivalent admission $ 5,175 $ 4,776 8.4% $ 5,024 $ 4,754 5.7% Equivalent admissions(1) 32,795 31,248 5.0% 99,362 95,702 3.8% Outpatient factor(1) 1.94 1.85 4.6% 1.88 1.81 4.0% Outpatient surgeries 15,332 14,387 6.6% 45,439 42,192 7.7% Inpatient surgeries 5,128 4,832 6.1% 15,613 14,733 6.0% Emergency room visits 80,997 79,145 2.3% 237,673 232,919 2.0% Admissions 16,930 16,875 0.3% 52,796 52,903 (0.2)%
(1) Equivalent admissions is used by management and investors as a general measure of combined inpatient and outpatient volume. Equivalent admissions is computed by multiplying admissions (inpatient volumes) by the sum of gross inpatient revenue and gross outpatient revenue and then dividing the resulting amount by gross inpatient revenue. The equivalent admissions computation "equates" outpatient revenue to the volume measure (admissions) used to measure inpatient volume resulting in a general measure of combined inpatient and outpatient volume. (2) In addition to same-hospital revenue growth of $20.4 million over the prior year period, 2001 acquisitions increased the growth in actual revenues by $12.6 million. (3) In addition to same-hospital revenue growth of $44.2 million over the prior year period, 2001 acquisitions increased the growth in actual revenues by $42.4 million. (4) Same hospital information excludes the operations of hospitals which the Company either acquired or divested during the years presented. The costs of corporate overhead are included in same hospital information. -MORE- LPNT Announces Third Quarter Results Page 5 October 21, 2002 LIFEPOINT HOSPITALS, INC. CONSOLIDATED BALANCE SHEETS DOLLARS IN MILLIONS
SEPTEMBER 30, DECEMBER 31, 2002 2001 ------------ ------------ (UNAUDITED) ASSETS Current assets: Cash and cash equivalents $ 183.8 $ 57.2 Accounts receivable, net 71.5 56.7 Inventories 17.0 16.3 Deferred income taxes and other current assets 20.1 18.7 -------- -------- 292.4 148.9 Property and equipment: Land 10.7 10.7 Buildings and improvements 270.0 262.0 Equipment 281.6 263.4 Construction in progress 22.4 7.2 -------- -------- 584.7 543.3 Accumulated depreciation (231.0) (204.9) -------- -------- 353.7 338.4 Deferred loan costs, net 9.1 7.1 Goodwill 47.9 47.1 Other 12.6 12.8 -------- -------- $ 715.7 $ 554.3 ======== ======== LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 20.8 $ 19.0 Accrued salaries 20.9 18.6 Other current liabilities 19.6 10.7 Estimated third-party payor settlements 15.3 17.9 -------- -------- 76.6 66.2 Long-term debt 252.9 150.0 Deferred income taxes 22.2 21.0 Professional liability risks and other liabilities 23.8 16.9 Minority interests in equity of consolidated entity 4.7 5.2 Stockholders' equity: Preferred stock -- -- Common stock 0.4 0.4 Capital in excess of par value 294.0 285.0 Unearned ESOP compensation (20.1) (22.5) Notes receivable for shares sold to employees (0.5) (5.7) Retained earnings 61.7 37.8 -------- -------- 335.5 295.0 -------- -------- $ 715.7 $ 554.3 ======== ========
-MORE- LPNT Announces Third Quarter Results Page 6 October 21, 2002 LIFEPOINT HOSPITALS, INC. UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS DOLLARS IN MILLIONS
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------------- ----------------------- 2002 2001 2002 2001 ---------- ---------- ---------- --------- Cash flows from operating activities: Net income $ 12.7 $ 7.5 $ 23.9 $ 23.0 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 8.9 8.2 28.0 24.8 ESOP expense 2.2 3.0 7.4 8.0 Minority interests in earnings of consolidated entity 0.7 0.6 2.2 1.9 Deferred income taxes (benefit) 1.4 1.3 0.6 0.6 Reserve for professional liability risk, net 2.4 2.2 7.5 6.3 Extraordinary loss on early retirement of debt 4.2 -- 30.5 2.6 Gain on previously impaired assets -- -- -- (0.5) Tax benefit from stock option exercises 0.3 7.4 1.3 8.1 Increase (decrease) in cash from operating assets and liabilities, net of effects of acquisitions: Accounts receivable 3.4 0.7 (14.8) (8.8) Inventories and other current assets 1.7 (0.2) (1.4) -- Accounts payable and accrued expenses 7.5 11.6 11.6 14.4 Income taxes payable 2.4 (1.9) (0.1) 1.2 Estimated third-party payor settlements (7.0) (0.2) (2.6) 8.7 Other 0.5 0.8 (0.2) 1.3 -------- ---------- ---------- --------- Net cash provided by operating activities 41.3 41.0 93.9 91.6 Cash flows from investing activities: Purchases of property and equipment, net (15.4) (5.9) (42.2) (28.5) Purchase of facilities -- (0.1) -- (5.8) Maturities of short-term investments 21.5 -- -- -- Other (0.9) (0.5) (2.2) 4.3 -------- ---------- ---------- --------- Net cash provided by (used in) investing activities 5.2 (6.5) (44.4) (30.0) Cash flows from financing activities: Proceeds from stock offering, net -- -- -- 100.4 Repayments of bank debt -- -- -- (139.3) Repurchases of senior subordinated notes (22.8) -- (173.1) -- Proceeds from issuance of convertible notes, net (0.2) -- 242.5 -- Proceeds from exercise of stock options 0.2 10.5 2.4 12.0 Proceeds from employee loans 5.2 -- 5.2 -- Other (0.2) (1.0) 0.1 (0.9) -------- ---------- ---------- --------- Net cash (used in) provided by financing activities (17.8) 9.5 77.1 (27.8) Change in cash and cash equivalents 28.7 44.0 126.6 33.8 Cash and cash equivalents at beginning of period 155.1 29.5 57.2 39.7 -------- ---------- ---------- --------- Cash and cash equivalents at end of period $ 183.8 $ 73.5 $ 183.8 $ 73.5 ======== ========== ========== ========= Interest payments $ 0.6 $ -- $ 9.0 $ 12.2 Income taxes paid, net $ 5.0 $ 0.2 $ 18.2 $ 12.0
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