8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): February 9, 2011

MEDCATH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization) 000-33009
(Commission File Number) 56-2248952
(IRS Employer Identification No.)

10720 Sikes Place
Charlotte, North Carolina 28277

(Address of principal executive offices, including zip code)

(704) 815-7700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On February 9, 2011, MedCath Corporation issued a press release announcing its results of operations for the fiscal quarter ended December 31, 2010. A copy of the press release and supplemental financial information are furnished as Exhibits 99.1 and 99.2, respectively.

Item 9.01. Financial Statements and Exhibits

Exhibit 99.1 Press Release dated February 9, 2011

Exhibit 99.2 Supplemental Financial Information

Exhibits 99.1 and 99.2 listed in this Item 9.01 are being furnished under Item 2.02 and shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

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 hereunto duly authorized.

	MEDCATH CORPORATION
Date: February 9, 2011	By:	/s/ James A. Parker
		James A. Parker
		Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
Exhibit 99.1	Press Release dated February 9, 2011
Exhibit 99.2	Supplemental Financial Information

EX-99.1

Exhibit 99.1

MEDCATH CONTACT:
O. Edwin French
President/Chief Executive Officer
(704) 815-7700  
Art Parker
Chief Financial Officer
(704) 815-7700

MEDCATH CORPORATION REPORTS FIRST FISCAL QUARTER EARNINGS

     CHARLOTTE, N.C., Feb. 9, 2011 — MedCath Corporation (Nasdaq: MDTH), a healthcare provider focused on high acuity healthcare services, today announced operating results for its first fiscal quarter ended December 31, 2010.

First Fiscal Quarter Highlights

• Net revenue of $88.9 million, up 1.2% compared to the first quarter of fiscal 2010.

• Total admissions decrease of 1.0%, and adjusted admissions increase of 5.5%, compared to first quarter of fiscal 2010.

• Income (loss) from continuing operations of $7.2 million, or $0.36 per share, compared to $(1.9) million, or $(0.09) per share, in the first quarter of fiscal 2010.

• Adjusted EBITDA of $5.8 million, excluding share based compensation and other items described below. Adjusted EPS of $(0.02).

     MedCath’s consolidated results presented in this release and the attached financial schedules account for TexSAn Heart Hospital as a discontinued operation. On November 8, 2010, MedCath announced that it entered into a definitive agreement to sell substantially all of the assets in TexSAn Heart Hospital to a third party, which sale closed effective December 31, 2010. This reflects the Company’s most recent activity related to the previously announced strategic options process. Additional information related to the strategic options process is available in the Company’s Form 10-Q for the fiscal quarter

ended December 31, 2010 that is being filed today with the Securities and Exchange Commission.

First Quarter of Fiscal 2011 Results Compared to First Quarter of Fiscal 2010 Results

     MedCath’s reported net revenue increased 1.2% to $88.9 million in the first quarter of fiscal 2011 compared to $87.8 million in the first quarter of fiscal 2010. Net income (loss) was $37.0 million in the first quarter of fiscal 2011 compared to $(2.7) million in the first quarter of fiscal 2010. MedCath’s income from continuing operations was $7.2 million, or $0.36 per diluted share, in the first quarter of fiscal 2011 compared to a loss of $(1.9) million, or $(0.09) per diluted share, in the first quarter of fiscal 2010.

     MedCath’s first quarter of fiscal 2011 financial results include the following items:

• $2.6 million, or $0.08 per diluted share, of professional fees and other expenses incurred in connection with MedCath’s strategic options process announced on March 1, 2010;

• $1.9 million, or $0.06 per diluted share, in share-based compensation expense;

• $(2.1) million, or $(0.05) per diluted share, realized in connection with the refund of sales taxes, net of related consulting fees; and

• $(15.3) million, or $(0.47) per diluted share, in gains related to the disposition of two minority owned entities during the quarter.

     MedCath’s first quarter of fiscal 2010 financial results include the following items:

• $0.9 million, or $0.02 per diluted share, in pre-opening expense; and

• $0.6 million, or $0.02 per diluted share, in share-based compensation expense.

     Adjusted EBITDA was $5.8 million in the first quarter of fiscal 2011 compared to $4.8 million in the same period of the prior year. MedCath’s Adjusted EPS for the first quarter of fiscal 2011 was $(0.02) compared with $(0.05) in the first quarter of fiscal 2010.

     Commenting on the quarter, O. Edwin French, MedCath President and Chief Executive Officer, stated “In general, we are pleased with this quarter’s adjusted admission growth and patient activity at our hospitals. We are also pleased with the continued progress made regarding our strategic options process as we completed the sale of TexSAn Heart Hospital during our first fiscal quarter.”

Operating Statistics and Cash Flow

     MedCath’s financial results for the first fiscal quarter ended December 31, 2010, reflect a 1.0% decrease in total admissions and a 5.5% increase in adjusted admissions compared to the first quarter of fiscal 2010. Hospital outpatient cases, including emergency department visits, totaled 14,607 in the first quarter of fiscal 2011, up 31.5% compared to the first quarter of fiscal 2010.

     Total uncompensated care, which includes charity care plus bad debt expense, equaled 13.4% of hospital division net patient revenue before the deduction for charity care in the first quarter of fiscal 2011 compared to 11.1% in the first quarter of fiscal 2010.

     Net cash provided by operating activities from continuing operations for the first quarter of fiscal 2011 was $0.5 million compared to $2.0 million in the first quarter of fiscal 2010. This decline in net cash provided by operating activities resulted from the annual payment of certain management and employee incentives paid in the quarter related to fiscal 2010.

Use of Non-GAAP Financial Measures

     Included in this press release and the supplemental financial information furnished herewith are certain financial measures that are not calculated and presented in conformity with generally accepted accounting principles (“non-GAAP measures”), such as adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) and adjusted diluted earnings per share from continuing operations (“Adjusted EPS”). The supplemental financial information furnished herewith provides a quantitative reconciliation of Adjusted EBITDA and Adjusted EPS based on the following calculations as and for the periods identified below.

     Adjusted EBITDA for the first fiscal quarter of 2011 represents MedCath’s income (loss) from continuing operations, net of taxes attributable to MedCath’s common stockholders; income tax expense, net income attributable to noncontrolling interests; equity in net earnings of unconsolidated affiliates; interest and other income, net; gain on sale of unconsolidated entities, interest expense; loss on disposal of property, equipment and other assets; depreciation; share-based compensation expense; professional fees associated with MedCath’s exploration of strategic options, and sales tax refunds, net. Adjusted EPS for the first fiscal quarter of fiscal 2011 represents MedCath’s diluted loss per share from continuing operations adjusted for gain on sale of unconsolidated investees, professional fees associated with MedCath’s consideration of strategic options, sales tax refunds, net, and share-based compensation expense.

     represents MedCath’s income (loss) from continuing operations, net of taxes attributable to MedCath’s common stockholders, income tax benefit; net income attributable to noncontrolling interest; equity in earnings of unconsolidated affiliates; interest and other income, net; interest expense; loss on disposal of property, equipment and other assets; depreciation; pre-opening expenses, and share-based

compensation expense. Adjusted EPS for the first fiscal quarter of fiscal 2010 represents MedCath’s diluted loss per share from continuing operations adjusted for share-based compensation expense and pre-opening expenses.

     MedCath’s management uses Adjusted EBITDA to measure the performance of MedCath’s various operating entities, to compare actual results to historical and budgeted results and to make capital allocation decisions. Management provides Adjusted EBITDA and Adjusted EPS to investors to assist them in performing their analyses of MedCath’s historical operating results. Further, management believes that many investors in MedCath also invest in, or have knowledge of, other healthcare companies that use Adjusted EBITDA and/or Adjusted EPS as a financial performance measure. Because Adjusted EBITDA and Adjusted EPS are non-GAAP measures, Adjusted EBITDA and Adjusted EPS, as defined above, may not be comparable to other similarly titled measures of other companies. MedCath has included a supplemental schedule with the financial statements that accompanies this press release that reconciles historical Adjusted EBITDA to MedCath’s income from continuing operations attributable to MedCath’s common stockholders and Adjusted EPS to diluted EPS from continuing operations.

     This press release and the financial information included therewith will be accessible on the web, by going to www.medcath.com, “Investor Relations,” then clicking on “News.”

     MedCath Corporation, headquartered in Charlotte, N.C., is a healthcare provider focused on high acuity services with the diagnosis and treatment of cardiovascular disease being a primary service offering. MedCath owns an interest in and operates six hospitals with a total of 533 licensed beds, located in Arizona, Arkansas, California, Louisiana, New Mexico, and Texas. In addition, MedCath and its subsidiary MedCath Partners provide services in diagnostic and therapeutic facilities.

# # #

     Parts of this announcement contain forward-looking statements that involve risks and uncertainties. Although management believes that these forward-looking statements are based on reasonable assumptions, these assumptions are inherently subject to significant economic, regulatory and competitive uncertainties and contingencies that are difficult or impossible to predict accurately and are beyond our control including, but not limited to, the implementation of healthcare reform legislation and future enactment of changes in federal law that would further limit physician hospital ownership. Actual results could differ materially from those projected in these forward-looking statements. We do not assume any obligation to update these statements in a news release or otherwise should material facts or circumstances change in ways that would affect their accuracy. The preparation of MedCath’s first quarter of fiscal 2011 operating results required management to make estimates and assumptions that affect reported amounts of revenues and expenses. There is a reasonable possibility that actual results may vary significantly from those estimates.

     These various risks and uncertainties are described in detail in “Risk Factors” in MedCath’s Annual Report or Form 10-K for the year ended September 30, 2010 filed with the Securities and Exchange Commission on December 14, 2010. Copies of our filings with the Securities and Exchange Commission, including exhibits, are available at http://www.sec.gov.

EX-99.2

Exhibit 99.2

MEDCATH CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)

	Three Months Ended December 31,
	2010			2009
Net revenue	$	88,900		$	87,830
Operating expenses:
Personnel expense		32,454			31,636
Medical supplies expense		19,222			22,107
Bad debt expense		9,709			7,506
Other operating expenses		24,116			22,344
Pre-opening expenses		—			866
Depreciation		4,887			5,938
Loss on disposal of property, equipment and other assets		93			96
Total operating expenses		90,481			90,493
Loss from operations		(1,581	)		(2,663	)
Other income (expenses):
Interest expense		(1,082	)		(945	)
Interest and other income, net		489			70
Gain on sale of unconsolidated investees		15,391			—
Equity in net earnings of unconsolidated affiliates		602			1,516
Total other income (expense), net		15,400			641
Income (loss) from continuing operations before income taxes		13,819			(2,022	)
Income tax expense (benefit)		4,482			(1,337	)
Income (loss) from continuing operations		9,337			(685	)
Income (loss) from discontinued operations, net of taxes		39,128			(1,130	)
Net income (loss) attributable to MedCath Corporation		48,465			(1,815	)
Less: Net income attributable to noncontrolling interest		(11,426	)		(841	)
Net income (loss) attributable to MedCath Corporation	$	37,039		$	(2,656	)
Amounts attributable to MedCath Corporation common stockholders:
Income (loss) from continuing operations, net of taxes	$	7,162			(1,902	)
Income (loss) from discontinued operations, net of taxes		29,877			(754	)
Net income (loss)	$	37,039		$	(2,656	)
Earnings (loss) per share, basic
Income (loss) from continuing operations attributable to MedCath Corporation common stockholders	$	0.36		$	(0.09	)
Income (loss) from discontinued operations attributable to MedCath Corporation common stockholders		1.50			(0.04	)
Income (loss) per share, basic	$	1.86		$	(0.13	)
Earnings (loss) per share, diluted
Income (loss) from continuing operations attributable to MedCath Corporation common stockholders	$	0.36		$	(0.09	)
Income (loss) from discontinued operations attributable to MedCath Corporation common stockholders		1.50			(0.04	)
Income (loss) per share, diluted	$	1.86		$	(0.13	)
Weighted average number of shares, basic		19,943			19,743
Dilutive effect of stock options and restricted stock		4			—
Weighted average number of shares, diluted		19,947			19,743

MEDCATH CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

	December 31,			September 30,
	2010			2010
	(Unaudited)
Current assets:
Cash and cash equivalents	$	158,475		$	33,141
Accounts receivable, net		44,795			43,811
Income tax receivable		—			6,188
Medical supplies		10,644			10,550
Deferred income tax assets		7,815			13,247
Prepaid expenses and other current assets		12,902			13,453
Current assets of discontinued operations		57,345			47,920
Total current assets		291,976			168,310
Property and equipment, net		176,885			182,222
Other assets		11,652			24,716
Non-current assets of discontinued operations		1,232			119,290
Total assets	$	481,745		$	494,538
Current liabilities:
Accounts payable	$	19,957		$	15,716
Income tax payable		14,316			—
Accrued compensation and benefits		11,705			16,418
Other accrued liabilities		21,073			16,663
Current portion of long-term debt and obligations under capital leases		61,573			16,672
Current liabilities of discontinued operations		17,014			35,044
Total current liabilities		145,638			100,513
Long-term debt		—			52,500
Obligations under capital leases		5,822			6,500
Other long-term obligations		3,883			5,053
Long-term liabilities of discontinued operations		—			35,968
Total liabilities		155,343			200,534
Commitments and contingencies
Redeemable noncontrolling interest		5,812			11,534
Stockholders’ equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized; none issued		—			—
Common stock, $0.01 par value, 50,000,000 shares authorized; 22,262,431 issued and 20,308,070 outstanding at December 31, 2010; 22,423,666 issued and 20,469,305 outstanding at September 30, 2010;		216			216
Paid-in capital		457,952			457,725
Accumulated deficit		(102,752	)		(139,791	)
Accumulated other comprehensive loss		—			(444	)
Treasury stock, at cost; 1,954,361 shares at December 31 2010 and September 30, 2010		(44,797	)		(44,797	)
Total MedCath Corporation stockholders’ equity		310,619			272,909
Noncontrolling interest		9,971			9,561
Total equity		320,590			282,470
Total liabilities and equity	$	481,745		$	494,538

MEDCATH CORPORATION
SELECTED OPERATING DATA
(In thousands, except per share data and selected operating data)
(Unaudited)

	Three Months Ended December 31,
	2010			2009			%Change
Statement of Operations Data:
Net revenue	$	88,900		$	87,830			1.2	%
Adjusted EBITDA (1)	$	5,805		$	4,846			19.8	%
Loss from operations	$	(1,581	)	$	(2,663	)		40.6	%
Income (loss) from continuing operations, net of taxes	$	7,162		$	(1,902	)		476.6	%
Income (loss) per share from continuing operations, basic	$	0.36		$	(0.09	)		516.0	%
Income (loss) per share from continuing operations, diluted	$	0.36		$	(0.09	)		516.0	%

(1) See Supplemental Financial Disclosure-Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures.

	Three Months Ended December 31,
	2010			2009			% Change
Selected Operating Data (a):
Number of hospitals		5			5
Licensed beds ( c )		421			421
Staffed and available beds ( d )		380			380
Admissions ( e )		4,438			4,482			(1.0	)%
Adjusted admissions ( f )		6,841			6,485			5.5	%
Patient days ( g )		16,254			16,672			(2.5	)%
Adjusted patient days ( h )		25,143			24,324			3.4	%
Average length of stay (days) ( i )		3.66			3.72			(1.6	)%
Occupancy ( j )		46.5	%		47.7	%
Inpatient catheterization procedures ( k )		1,792			1,964			(8.8	)%
Inpatient surgical procedures ( l )		1,032			1,085			(4.9	)%
Hospital net revenue	$	86,618		$	84,382			2.6	%
Combined Operating Data (b):
Number of hospitals		6			6
Licensed beds ( c )		533			533
Staffed and available beds ( d )		489			488
Admissions ( e )		6,256			6,199			0.9	%
Adjusted admissions ( f )		10,165			9,667			5.2	%
Patient days ( g )		21,729			21,827			(0.4	)%
Adjusted patient days ( h )		35,152			33,877			3.8	%
Average length of stay (days) ( i )		3.47			3.52			(1.4	)%
Occupancy ( j )		48.3	%		48.6	%
Inpatient catheterization procedures ( k )		1,972			2,162			(8.8	)%
Inpatient surgical procedures ( l )		1,451			1,445			0.4	%
Hospital net revenue	$	112,719		$	108,647			3.7	%

(a)	Selected operating data includes consolidated hospitals in operation as of the end of the period reported in continuing operations but does not include hospitals which are accounted for using the equity method or as discontinued operations in our consolidated financial statements.
(b)	Combined operating data includes hospitals in operation as of the end of the period reported in continuing operations including hospitals which are accounted for using the equity method in our consolidated financial statements. However, Heart Hospital of South Dakota is excluded from prior year information since the Company disposed of its interest on October 1, 2010.
(c)	Licensed beds represent the number of beds for which the appropriate state agency licenses a facility regardless of whether the beds are actually available for patient use.
(d)	Staffed and available beds represent the number of beds that are readily available for patient use at the end of the period.
(e)	Admissions represent the number of patients admitted for inpatient treatment.
(f)	Adjusted admissions is a general measure of combined inpatient and outpatient volume. We computed adjusted admissions by dividing gross patient revenue by gross inpatient revenue and then multiplying the quotient by admissions.
(g)	Patient days represent the total number of days of care provided to inpatients.
(h)	Adjusted patient days is a general measure of combined inpatient and outpatient volume. We computed adjusted patient days by dividing gross patient revenue by gross inpatient revenue and then multiplying the quotient by patient days.
(i)	Average length of stay (days) represents the average number of days inpatients stay in our hospitals.
(j)	We computed occupancy by dividing patient days by the number of days in the period and then dividing the quotient by the number of staffed and available beds.
(k)	Inpatients with a catheterization procedure represent the number of inpatients with a procedure performed in one of the hospitals’ catheterization labs during the period.
(l)	Inpatient surgical procedures represent the number of surgical procedures performed on inpatients during the period.

MEDCATH CORPORATION
SUPPLEMENTAL FINANCIAL DISCLOSURE — RECONCILIATION OF GAAP FINANCIAL MEASURES
TO NON-GAAP FINANCIAL MEASURES
(Unaudited)

The following table reconciles the income (loss) from continuing operations, net of taxes attributable to MedCath Corporation’s common stockholders as derived directly from MedCath Corporation’s consolidated financial statements to Adjusted EBITDA for the three months ended December 31, 2010 and 2009.

	Three Months Ended December 31,
	2010			2009
	(in thousands)
Income (loss) from continuing operations, net of taxes attributable to MedCath Corporation common stockholders	$	7,162		$	(1,902	)
Add:
Income tax expense (benefit)		4,482			(1,337	)
Net income attributable to noncontrolling interest		2,174			1,218
Equity in net earnings of unconsolidated affiliates		(602	)		(1,516	)
Interest and other income, net		(489	)		(70	)
Gain on sale of unconsolidated investees		(15,391	)		—
Interest expense		1,082			945
Loss on disposal of property, equipment and other assets		93			96
Depreciation		4,887			5,938
Pre-opening expenses		—			866
Share-based compensation expense		1,932			608
Professional fees for strategic options process		2,562			—
Sales tax refunds, net		(2,087	)		—
Adjusted EBITDA	$	5,805		$	4,846

The following table reconciles MedCath Corporation’s diluted income (loss) per share from continuing operations, net of taxes attributable to MedCath Corporation’s common stockholders as derived directly from MedCath’s consolidated financial statements to Adjusted diluted earnings per share from continuing operations for the three months ended December 31, 2010 and 2009.

	Three Months Ended December 31,
	2010			2009
Diluted income (loss) per share	$	0.36		$	(0.09	)
Add:
Gain on sale of unconsolidated investees		(0.47	)		—
Professional fees for strategic plans		0.08			—
Sales tax refunds		(0.05	)		—
Share-based compensation expense		0.06			0.02
Pre-opening expense		—			0.02
Adjusted diluted earnings per share	$	(0.02	)	$	(0.05	)