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: May 5, 2014
(Date of earliest event reported)
TENET HEALTHCARE CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada |
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1-7293 |
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95-2557091 |
(State of Incorporation) |
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(Commission File Number) |
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(IRS Employer |
1445 Ross Avenue, Suite 1400
Dallas, Texas 75202
(Address of principal executive offices, including zip code)
(469) 893-2200
(Registrants 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.
The information contained herein is being furnished pursuant to Item 2.02 of Form 8-K, Results of Operations and Financial Condition. This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On May 5, 2014, Tenet Healthcare Corporation (the Company) issued a press release reporting the financial results of the Company for the quarter ended March 31, 2014. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in the press release filed as an exhibit to this report constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are based on managements current expectations and involve known and unknown risks, uncertainties and other factors that may cause the Companys actual results to be materially different from those expressed or implied by such forward-looking statements. Such factors include, among others, the following: our ability to realize fully or at all the anticipated benefits of our merger with Vanguard Health Systems, Inc. (Vanguard) and to successfully integrate the operations of the Companys and Vanguards businesses; the passage of health care reform legislation and the enactment of additional federal and state health care reform; other changes in federal, state and local laws and regulations affecting the health care industry; general economic and business conditions, both nationally and regionally; demographic changes; changes in, or the failure to comply with, laws and governmental regulations; the ability to enter into managed care provider arrangements on acceptable terms; changes in Medicare and Medicaid payments or reimbursement; liability and other claims asserted against the Company; competition, including the Companys ability to attract patients to its hospitals; technological and pharmaceutical improvements that increase the cost of providing, or reduce the demand for, health care; changes in business strategy or development plans; the ability to attract and retain qualified personnel, including physicians, nurses and other health care professionals, and the impact on the Companys labor expenses resulting from a shortage of nurses or other health care professionals; the significant indebtedness of the Company; the Companys ability to integrate new businesses with its existing operations; the availability and terms of capital to fund the expansion of the Companys business, including the acquisition of additional facilities; the creditworthiness of counterparties to the Companys business transactions; adverse fluctuations in interest rates and other risks related to interest rate swaps or any other hedging activities the Company undertakes; the ability to continue to expand and realize earnings contributions from the revenue cycle management, health care information management, capitation management, and patient communications services businesses under our Conifer Health Solutions (Conifer) subsidiary by marketing these services to third party hospitals and other health care-related entities; and its ability to identify and execute on measures designed to save or control costs or streamline operations. Such factors also include the positive and negative effects of health reform legislation on reimbursement and utilization and the future designs of provider networks and insurance plans, including pricing, provider participation, coverage and co-pays and deductibles, all of which contain significant uncertainty, and for which multiple models exist which may differ materially from the Companys expectations. Certain additional risks and uncertainties are discussed in the Companys filings with the Securities and Exchange Commission, including the Companys annual report on Form 10-K and quarterly reports on Form 10-Q. All information in this report and the press release is as of May 5, 2014. The Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise.
NON-GAAP INFORMATION
The press release filed as an exhibit to this report includes certain financial measures, such as adjusted EBITDA, that are not calculated in accordance with generally accepted accounting principles (GAAP). Management recommends that you focus on the GAAP numbers as the best indicator of financial performance. These alternative measures are provided only as a supplement to aid in analysis of the Company. Reconciliation between non-GAAP measures and related GAAP measures can be found at the end of the press release.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release issued on May 5, 2014
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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TENET HEALTHCARE CORPORATION | |
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By: |
/s/ R. Scott Ramsey |
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R. Scott Ramsey |
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Vice President, Controller and Chief Accounting Officer |
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Date: May 5, 2014 |
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Exhibit 99.1
Tenet Reports Adjusted EBITDA of $387 Million for the Quarter Ended March 31, 2014
Confirms 2014 Adjusted EBITDA Outlook Range of $1.8-1.9 Billion
DALLAS May 5, 2014 Tenet Healthcare Corporation (NYSE:THC) today reported Adjusted EBITDA for the first quarter ended March 31, 2014 of $387 million, an increase of $113 million, or 41 percent, as compared to $274 million in the first quarter of 2013. The increase in EBITDA in the first quarter of 2014 was adversely impacted by an aggregate of $76 million related to several items, the largest of which included: (i) a $25 million revenue decline related to Medicare sequestration which was not in effect in the first quarter of 2013, (ii) a $22 million EBITDA decline primarily related to the loss of an uncapped health plan contract in Arizona, and (iii) a $12 million decline in California Provider Fee Program revenue recognition.
Aided by our extensive preparations to serve the newly insured patient populations under the Affordable Care Act, we achieved a broadly-based improvement in our admissions trend in the first quarter, with a 0.3 percent increase in adjusted admissions and a 0.9 percent admissions decline on a pro forma basis, said Trevor Fetter, president and chief executive officer. The strengthening volume trend was particularly pronounced in the states that expanded their Medicaid programs. In these four states our Medicaid admissions grew by 17 percent and uninsured plus charity admissions declined by 33 percent. We leveraged this top line contribution through solid cost control to approach the top quartile of our Adjusted EBITDA Outlook range. Our EBITDA and volume growth would have been even stronger had it not been for the adverse impact of challenging weather events in many of our markets. The quarters solid results demonstrate the powerful earnings momentum created by Tenets transformation from a regional operator of hospitals to a national diversified healthcare services company. Based on these achievements and the continued smooth integration of our recent Vanguard acquisition, we are confirming our Outlook range for 2014 Adjusted EBITDA of $1.8 billion to $1.9 billion.
Discussion of Results (Percentage changes compare Q114 to Q113, and, unless otherwise noted, represent pro forma changes defined as including Vanguards legacy operations in both reporting periods.)
Including Vanguards operations in both reporting periods, first quarter 2014 pro forma adjusted admissions and admissions increased by 0.3 percent and declined 0.9 percent, respectively, compared to the first quarter of 2013. The trend in commercial admissions strengthened in the first quarter of 2014 achieving the best quarterly same-hospital performance in more than six years. Total same-hospital admissions declined 1.2 percent in the quarter and total admissions in the legacy Vanguard markets declined 0.5 percent. Outpatient visits increased by 4.6 percent on a pro forma basis and 2.5 percent on a same-hospital basis. More than 40 percent of pro forma outpatient growth was organic. Surgeries grew by 7.7 percent on a pro forma basis and 13.1 percent on a same-hospital basis. Emergency department visits declined 0.7 percent on a pro forma basis and grew by 2.7 percent on a same-hospital basis.
Tenet achieved an aggregate first quarter increase in pro forma Medicaid admissions of 17 percent, in the four states that expanded Medicaid eligibility effective January 1, 2014 under the Affordable Care Act (ACA). Uninsured plus charity admissions declined by an aggregate 33 percent in these same four states. Outpatient payer shifts were comparable in these four states.
Patients identified as insured by exchange products created as part of the Affordable Care Act increased sequentially during the quarter and this growth trend continued in April.
Tenet experienced a decline in Medicare and managed Medicare one-day admission stays, which contributed 26 basis points to the first quarters aggregate admissions decline on a pro forma basis. A portion of the decline in one-day admissions may be related to the recently implemented Medicare two midnight rule. The impact of severe weather events in certain markets is estimated to have reduced pro forma growth in admissions by 36 basis points and outpatient visits by 160 basis points.
Net operating revenues, after provision for doubtful accounts, were $3.926 billion, an increase of $40 million, or 1.0 percent, compared to pro forma net operating revenues of $3.886 billion in the first quarter of 2013. These revenue increases primarily reflect improved terms in commercial managed care contracts, and growth in our outpatient and Conifer services businesses. These growth drivers were partially offset by an approximate $75 million decline in health plan revenue due to a different contract with the state of Arizona Medicaid program that has fewer covered lives, and the absence of revenue recognition from the California Provider Fee program in the first quarter of 2014 compared to $12 million in the first quarter of 2013. Commercial managed care revenue increased 5.5 percent per admission and increased 0.2 percent per outpatient visit on a pro forma basis. The impact of Medicare sequestration payment cuts reduced Adjusted EBITDA by $25 million in the first quarter of 2014. The sequestration cuts were not in effect in the first quarter of 2013. Net patient revenue per adjusted admission was $11,692, a pro forma increase of 2.1 percent.
Selected operating expenses for hospital operations, defined as the sum of salaries, wages and benefits, supplies and other operating expenses, increased by 1.5 percent per adjusted admission on a pro forma basis. This selected operating expenses metric for hospital operations excludes the Companys Conifer services business, health plans, and a provider network in Southern California. Excluding incremental expenses related to increased physician employment, the same-hospital increase in selected operating expenses per adjusted admission was 2.6 percent. The operating expense increases reflect volume growth in our supply-intensive service lines, especially surgical volume, as well as increases in employee compensation. The growth in supply-intensive service lines contributed to a 0.7 percent pro forma increase in the case mix index and a 7.7 percent increase in pro forma surgeries. Electronic health records incentives recorded in the first quarter of 2014 were $9 million, a $4 million increase compared to $5 million recognized on a pro forma basis in the first quarter of 2013. These incentive payments are not included in the definition of selected operating expenses.
Bad debt expense increased by $21 million, or 5.8 percent, to $380 million in the first quarter of 2014 compared to last years pro forma first quarter. The increase in bad debt expense was primarily attributable to a temporary increase in the aging of receivables due to payment timing issues with certain payers and a $5 million same-hospital increase in uninsured revenues. Bad debt expense as a percent of revenues before bad debts was 8.8 percent, a pro forma increase of 30 basis points compared to 8.5 percent in the first quarter of 2013. The same-hospital self-pay collection rate was 28.1 percent in the first quarter of 2014, a 70 basis point decline compared to 28.8 percent in the first quarter of 2013. The same-hospital commercial managed care collection rate was 98.4 percent in the first quarter of 2014, a 30 basis point increase compared to 98.1 percent in the first quarter of 2013.
Conifer reported Adjusted EBITDA of $48 million, an increase of $16 million, or 50 percent, compared to $32 million in the first quarter of 2013. Conifers revenues were $285 million in the first quarter of 2014, an increase of $74 million, or 35.1 percent, compared to $211 million in the first quarter of 2013. Conifers first quarter 2014 EBITDA included $5 million of earnings from transactions that will not routinely occur on a quarterly basis.
Income from continuing operations in the first quarter of 2014, excluding $15 million in after-tax impairments, restructuring charges, acquisition-related costs, litigation and investigation costs and loss on debt extinguishment, was a loss of $12 million after-tax, or $0.12 per diluted share. The comparable after-tax exclusions were $120 million in the first quarter of 2013, which resulted in income from continuing operations of $34 million, or $0.33 per diluted share.
Net loss attributable to common shareholders in the first quarter of 2014 was $32 million after-tax, or $0.33 per share, compared to a net loss of $88 million after-tax, or $0.85 per diluted share, in the first quarter of 2013. The first quarter of 2014 included a $79 million increase in pre-tax interest expense compared to the first quarter of 2013. This increased interest expense is substantially due to the $4.6 billion of financing related to the Vanguard acquisition and $400 million to finance share repurchases during 2013.
Cash and cash equivalents were $141 million at March 31, 2014 compared to $113 million at December 31, 2013. Approximately $210 million of net revenues related to the California Provider Fee program, Texas Medicaid disproportionate share reimbursement, and the Texas uncompensated care 1115 Waiver program had not been received by the Company as of March 31, 2014. Accounts receivable days outstanding were 49 days at March 31, 2014 compared to 47 days at December 31, 2013.
Outlook for Second Quarter and 2014 Adjusted EBITDA
The Companys Outlook range for Adjusted EBITDA the second quarter of 2014 is $375 million to $425 million and earnings per share in a range of a loss of $0.39 per share to income of $0.12 per share. No revenue recognition related to the California Provider Fee Program is assumed in this Outlook. Incentive payments related to electronic health records are assumed to contribute $50 million to the second quarter Outlook.
The Companys prior Outlook range for 2014 Adjusted EBITDA in a range of $1.8 billion to $1.9 billion is confirmed.
Managements Webcast Discussion of First Quarter Results
Tenet management will discuss the Companys first quarter 2014 results on a 10:00 a.m. (ET) webcast on May 6, 2014. This webcast may be accessed through Tenets website at www.tenethealth.com/investors. A set of slides which will be referred to on the conference call is also available on the Companys website.
Additional information regarding Tenets quarterly results of operations, including detailed tabular operational data, is contained in its Form 10-Q report, which will be filed with the Securities and Exchange Commission and posted on the Tenet investor relations website before the webcast. This press release includes certain non-GAAP measures, such as Adjusted EBITDA. A reconciliation of Adjusted EBITDA to net income attributable to Tenet common shareholders is included in the financial tables at the end of this release.
Tenet Healthcare Corporation, a leading health care services company, through its subsidiaries operates 77 hospitals, 190 outpatient centers and Conifer Health Solutions, a leader in business process solutions for health care providers that serves more than 700 hospital and other clients nationwide. Tenets hospitals and related health care facilities are committed to providing high quality care to patients in the communities they serve. For more information, please visit www.tenethealth.com.
Media: Steven Campanini (469) 893-2247 |
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Investors: Thomas Rice (469) 893-2522 |
Steven.Campanini@tenethealth.com |
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Thomas.Rice@tenethealth.com |
# # #
This document contains forward-looking statements that is, statements that relate to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance and financial condition, and often contain words such as expect, assume, anticipate, intend, plan, believe, seek, see, or will. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include, but are not limited to, the factors disclosed under Forward-Looking Statements and Risk Factors in our Form 10-K for the year ended December 31, 2013, and in our quarterly reports on Form 10-Q, periodic reports on Form 8-K and other filings with the Securities and Exchange Commission. The information contained in this release is as of the date hereof. The Company assumes no obligation to update forward-looking statements contained in this release as a result of new information or future events or developments.
Tenet uses its company web site to provide important information to investors about the company, including the posting of important announcements regarding financial performance and corporate developments.
TENET HEALTHCARE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended March 31, |
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(Dollars in millions except per share amounts) |
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2014 |
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% |
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2013 |
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% |
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Change |
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Net operating revenues: |
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Net operating revenues before provision for doubtful accounts |
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$ |
4,306 |
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|
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$ |
2,594 |
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|
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66.0 |
% |
Less: Provision for doubtful accounts |
|
380 |
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|
|
207 |
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|
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83.6 |
% | ||
Net operating revenues |
|
3,926 |
|
100.0 |
% |
2,387 |
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100.0 |
% |
64.5 |
% | ||
Operating expenses: |
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|
|
|
|
|
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| ||
Salaries, wages and benefits |
|
1,921 |
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48.9 |
% |
1,161 |
|
48.6 |
% |
65.5 |
% | ||
Supplies |
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628 |
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16.0 |
% |
384 |
|
16.1 |
% |
63.5 |
% | ||
Other operating expenses, net |
|
999 |
|
25.5 |
% |
568 |
|
23.8 |
% |
75.9 |
% | ||
Electronic health record incentives |
|
(9 |
) |
(0.2 |
)% |
|
|
|
% |
100.0 |
% | ||
Depreciation and amortization |
|
193 |
|
4.9 |
% |
114 |
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4.8 |
% |
69.3 |
% | ||
Impairment and restructuring charges, and acquisition-related costs |
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21 |
|
0.5 |
% |
14 |
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0.6 |
% |
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| ||
Litigation and investigation costs |
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3 |
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0.1 |
% |
|
|
|
% |
|
| ||
Operating income |
|
170 |
|
4.3 |
% |
146 |
|
6.1 |
% |
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Interest expense |
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(182 |
) |
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|
(103 |
) |
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Loss from early extinguishment of debt |
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|
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(177 |
) |
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Net loss from continuing operations, before income taxes |
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(12 |
) |
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(134 |
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Income tax benefit |
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1 |
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53 |
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Net loss from continuing operations, before discontinued operations |
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(11 |
) |
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(81 |
) |
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Discontinued operations: |
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Loss from operations |
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(8 |
) |
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(3 |
) |
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Income tax benefit |
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3 |
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1 |
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Net loss from discontinued operations |
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(5 |
) |
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(2 |
) |
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Net loss |
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(16 |
) |
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(83 |
) |
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Less: Net income attributable to noncontrolling interests |
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Continuing operations |
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16 |
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5 |
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Net loss attributable to Tenet Healthcare Corporation common shareholders |
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$ |
(32 |
) |
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$ |
(88 |
) |
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Amounts attributable to Tenet Healthcare Corporation common shareholders |
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|
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Net loss from continuing operations, net of tax |
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$ |
(27 |
) |
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$ |
(86 |
) |
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|
|
|
Net loss from discontinued operations, net of tax |
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(5 |
) |
|
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(2 |
) |
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|
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Net loss attributable to Tenet Healthcare Corporation common shareholders |
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$ |
(32 |
) |
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$ |
(88 |
) |
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Net loss per share attributable to Tenet Healthcare Corporation common shareholders |
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Basic |
|
|
|
|
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|
|
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Continuing operations |
|
$ |
(0.28 |
) |
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|
$ |
(0.83 |
) |
|
|
|
|
Discontinued operations |
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(0.05 |
) |
|
|
(0.02 |
) |
|
|
|
| ||
|
|
$ |
(0.33 |
) |
|
|
$ |
(0.85 |
) |
|
|
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
| ||
Continuing operations |
|
$ |
(0.28 |
) |
|
|
$ |
(0.83 |
) |
|
|
|
|
Discontinued operations |
|
(0.05 |
) |
|
|
(0.02 |
) |
|
|
|
| ||
|
|
$ |
(0.33 |
) |
|
|
$ |
(0.85 |
) |
|
|
|
|
Weighted average shares and dilutive securities outstanding (in thousands): |
|
|
|
|
|
|
|
|
|
|
| ||
Basic |
|
97,161 |
|
|
|
104,103 |
|
|
|
|
| ||
Diluted* |
|
97,161 |
|
|
|
104,103 |
|
|
|
|
|
*Had we generated income from continuing operations in the three months ended March 31, 2014 and 2013, the effect of employee stock options, restricted stock units and deferred compensation units on the diluted shares calculation would have been an increase in shares of 1,984 and 2,239 shares, respectively.
TENET HEALTHCARE CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
|
|
March 31, |
|
December 31, |
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(Dollars in millions) |
|
2014 |
|
2013 |
| ||
ASSETS |
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|
|
|
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Current assets: |
|
|
|
|
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Cash and cash equivalents |
|
$ |
141 |
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$ |
113 |
|
Accounts receivable, less allowance for doubtful accounts |
|
2,141 |
|
1,965 |
| ||
Inventories of supplies, at cost |
|
261 |
|
262 |
| ||
Income tax receivable |
|
19 |
|
|
| ||
Current portion of deferred income taxes |
|
577 |
|
581 |
| ||
Other current assets |
|
839 |
|
789 |
| ||
Total current assets |
|
3,978 |
|
3,710 |
| ||
Investments and other assets |
|
355 |
|
405 |
| ||
Deferred income taxes, net of current portion |
|
129 |
|
90 |
| ||
Property and equipment, at cost, less accumulated depreciation and amortization |
|
7,723 |
|
7,691 |
| ||
Goodwill |
|
3,070 |
|
3,042 |
| ||
Other intangible assets, at cost, less accumulated amortization |
|
1,229 |
|
1,192 |
| ||
Total assets |
|
$ |
16,484 |
|
$ |
16,130 |
|
|
|
|
|
|
| ||
LIABILITIES AND EQUITY |
|
|
|
|
| ||
Current liabilities: |
|
|
|
|
| ||
Current portion of long-term debt |
|
$ |
622 |
|
$ |
149 |
|
Accounts payable |
|
1,019 |
|
1,075 |
| ||
Accrued compensation and benefits |
|
595 |
|
631 |
| ||
Professional and general liability reserves |
|
140 |
|
156 |
| ||
Accrued interest payable |
|
274 |
|
198 |
| ||
Other current liabilities |
|
686 |
|
719 |
| ||
Total current liabilities |
|
3,336 |
|
2,928 |
| ||
Long-term debt, net of current portion |
|
10,612 |
|
10,690 |
| ||
Professional and general liability reserves |
|
567 |
|
543 |
| ||
Defined benefit plan obligations |
|
395 |
|
398 |
| ||
Other long-term liabilities |
|
453 |
|
446 |
| ||
Total liabilities |
|
15,363 |
|
15,005 |
| ||
Commitments and contingencies |
|
|
|
|
| ||
Redeemable noncontrolling interests in equity of consolidated subsidiaries |
|
267 |
|
247 |
| ||
Equity: |
|
|
|
|
| ||
Shareholders equity: |
|
|
|
|
| ||
Common stock |
|
7 |
|
7 |
| ||
Additional paid-in capital |
|
4,576 |
|
4,572 |
| ||
Accumulated other comprehensive loss |
|
(23 |
) |
(24 |
) | ||
Accumulated deficit |
|
(1,454 |
) |
(1,422 |
) | ||
Common stock in treasury, at cost |
|
(2,378 |
) |
(2,378 |
) | ||
Total shareholders equity |
|
728 |
|
755 |
| ||
Noncontrolling interests |
|
126 |
|
123 |
| ||
Total equity |
|
854 |
|
878 |
| ||
Total liabilities and equity |
|
$ |
16,484 |
|
$ |
16,130 |
|
TENET HEALTHCARE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
Three Month Ended |
| ||||
(Dollars in millions) |
|
2014 |
|
2013 |
| ||
Net loss |
|
$ |
(16 |
) |
$ |
(83 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
| ||
Depreciation and amortization |
|
193 |
|
114 |
| ||
Provision for doubtful accounts |
|
380 |
|
207 |
| ||
Deferred income tax benefit |
|
(3 |
) |
(55 |
) | ||
Stock-based compensation expense |
|
12 |
|
11 |
| ||
Impairment and restructuring charges, and acquisition-related costs |
|
21 |
|
14 |
| ||
Litigation and investigation costs |
|
3 |
|
|
| ||
Loss from early extinguishment of debt |
|
|
|
177 |
| ||
Amortization of debt discount and debt issuance costs |
|
7 |
|
5 |
| ||
Pre-tax loss from discontinued operations |
|
8 |
|
3 |
| ||
Other items, net |
|
(3 |
) |
(10 |
) | ||
Changes in cash from operating assets and liabilities: |
|
|
|
|
| ||
Accounts receivable |
|
(557 |
) |
(251 |
) | ||
Inventories and other current assets |
|
(60 |
) |
(44 |
) | ||
Income taxes |
|
(2 |
) |
3 |
| ||
Accounts payable, accrued expenses and other current liabilities |
|
29 |
|
(138 |
) | ||
Other long-term liabilities |
|
13 |
|
27 |
| ||
Payments for restructuring charges, acquisition-related costs, and litigation costs and settlements |
|
(30 |
) |
(7 |
) | ||
Net cash used in operating activities from discontinued operations, excluding income taxes |
|
(14 |
) |
(5 |
) | ||
Net cash used in operating activities |
|
(19 |
) |
(32 |
) | ||
Cash flows from investing activities: |
|
|
|
|
| ||
Purchases of property and equipment continuing operations |
|
(281 |
) |
(133 |
) | ||
Purchases of businesses or joint venture interests, net of cash acquired |
|
(9 |
) |
(5 |
) | ||
Proceeds from sales of marketable securities, long-term investments and other assets |
|
3 |
|
3 |
| ||
Other long-term assets |
|
(4 |
) |
29 |
| ||
Other items, net |
|
|
|
2 |
| ||
Net cash used in investing activities |
|
(291 |
) |
(104 |
) | ||
Cash flows from financing activities: |
|
|
|
|
| ||
Repayments of borrowings under credit facility |
|
(665 |
) |
(200 |
) | ||
Proceeds from borrowings under credit facility |
|
430 |
|
220 |
| ||
Repayments of other borrowings |
|
(24 |
) |
(899 |
) | ||
Proceeds from other borrowings |
|
600 |
|
850 |
| ||
Repurchases of common stock |
|
|
|
(100 |
) | ||
Deferred debt issuance costs |
|
(11 |
) |
(15 |
) | ||
Distributions paid to noncontrolling interests |
|
(11 |
) |
(6 |
) | ||
Contributions from noncontrolling interests |
|
13 |
|
|
| ||
Proceeds from exercise of stock options |
|
6 |
|
15 |
| ||
Other items, net |
|
|
|
2 |
| ||
Net cash provided by (used in) financing activities |
|
338 |
|
(133 |
) | ||
Net increase (decrease) in cash and cash equivalents |
|
28 |
|
(269 |
) | ||
Cash and cash equivalents at beginning of period |
|
113 |
|
364 |
| ||
Cash and cash equivalents at end of period |
|
$ |
141 |
|
$ |
95 |
|
Supplemental disclosures: |
|
|
|
|
| ||
Interest paid, net of capitalized interest |
|
$ |
(105 |
) |
$ |
(125 |
) |
Income tax refunds (payments), net |
|
$ |
(1 |
) |
$ |
3 |
|
TENET HEALTHCARE CORPORATION
SELECTED STATISTICS CONTINUING SAME HOSPITALS
(Unaudited)
(Dollars in millions except per patient day, per |
|
Three Months Ended March 31, |
| ||||||
admission and per visit amounts) |
|
2014 |
|
2013 |
|
Change |
| ||
|
|
|
|
|
|
|
| ||
Net inpatient revenues |
|
$ |
1,569 |
|
$ |
1,536 |
|
2.1 |
% |
Net outpatient revenues |
|
$ |
859 |
|
$ |
813 |
|
5.7 |
% |
|
|
|
|
|
|
|
| ||
Number of acute care hospitals (at end of period) |
|
49 |
|
49 |
|
|
%* | ||
Licensed beds (at end of period) |
|
13,178 |
|
13,180 |
|
|
% | ||
Average licensed beds |
|
13,178 |
|
13,180 |
|
|
% | ||
Utilization of licensed beds |
|
51.0 |
% |
50.9 |
% |
0.1 |
%* | ||
Patient days total |
|
605,042 |
|
603,285 |
|
0.3 |
% | ||
Adjusted patient days |
|
949,403 |
|
939,840 |
|
1.0 |
% | ||
Net inpatient revenue per patient day |
|
$ |
2,593 |
|
$ |
2,546 |
|
1.8 |
% |
Total admissions |
|
124,451 |
|
125,929 |
|
(1.2 |
)% | ||
Adjusted patient admissions |
|
196,855 |
|
197,665 |
|
(0.4 |
)% | ||
Charity and uninsured admissions |
|
8,387 |
|
8,603 |
|
(2.5 |
)% | ||
Net inpatient revenue per admission |
|
$ |
12,607 |
|
$ |
12,197 |
|
3.4 |
% |
Average length of stay (days) |
|
4.86 |
|
4.79 |
|
1.5 |
% | ||
Total surgeries |
|
114,734 |
|
101,413 |
|
13.1 |
% | ||
Admissions through emergency department |
|
80,910 |
|
80,208 |
|
0.9 |
% | ||
Emergency department outpatient visits |
|
414,193 |
|
402,078 |
|
3.0 |
% | ||
Total emergency department |
|
495,103 |
|
482,286 |
|
2.7 |
% | ||
Outpatient visits |
|
1,080,674 |
|
1,054,789 |
|
2.5 |
% | ||
Charity and uninsured outpatient visits |
|
111,857 |
|
110,240 |
|
1.5 |
% | ||
Net outpatient revenue per visit |
|
$ |
795 |
|
$ |
771 |
|
3.1 |
% |
Net patient revenue per adjusted admission |
|
$ |
12,334 |
|
$ |
11,884 |
|
3.8 |
% |
|
|
|
|
|
|
|
| ||
Net Patient Revenues from: |
|
|
|
|
|
|
| ||
Medicare |
|
22.0 |
% |
23.0 |
% |
(1.0 |
)%* | ||
Medicaid |
|
7.4 |
% |
8.0 |
% |
(0.6 |
)%* | ||
Managed care |
|
59.5 |
% |
57.9 |
% |
1.6 |
%* | ||
Indemnity, self-pay and other |
|
11.1 |
% |
11.1 |
% |
|
%* |
* This change is the difference between the 2014 and 2013 amounts shown
TENET HEALTHCARE CORPORATION
SELECTED STATISTICS CONTINUING TOTAL HOSPITALS
(Unaudited)
(Dollars in millions except per patient day, per |
|
Three Months Ended March 31, |
| ||||||
admission and per visit amounts) |
|
2014 |
|
2013 |
|
Change |
| ||
|
|
|
|
|
|
|
| ||
Net inpatient revenues |
|
$ |
2,440 |
|
$ |
1,536 |
|
58.9 |
% |
Net outpatient revenues |
|
$ |
1,346 |
|
$ |
813 |
|
65.6 |
% |
|
|
|
|
|
|
|
| ||
Number of acute care hospitals (at end of period) |
|
77 |
|
49 |
|
28 |
* | ||
Licensed beds (at end of period) |
|
20,279 |
|
13,180 |
|
53.9 |
% | ||
Average licensed beds |
|
20,263 |
|
13,180 |
|
53.7 |
% | ||
Utilization of licensed beds |
|
51.0 |
% |
50.9 |
% |
0.1 |
%* | ||
Patient days total |
|
929,164 |
|
603,285 |
|
54.0 |
% | ||
Adjusted patient days |
|
1,525,379 |
|
939,840 |
|
62.3 |
% | ||
Net inpatient revenue per patient day |
|
$ |
2,626 |
|
$ |
2,546 |
|
3.1 |
% |
Total admissions |
|
194,273 |
|
125,929 |
|
54.3 |
% | ||
Adjusted patient admissions |
|
323,810 |
|
197,665 |
|
63.8 |
% | ||
Charity and uninsured admissions |
|
12,530 |
|
8,603 |
|
45.6 |
% | ||
Net inpatient revenue per admission |
|
$ |
12,560 |
|
$ |
12,197 |
|
3.0 |
% |
Average length of stay (days) |
|
4.78 |
|
4.79 |
|
(0.2 |
)% | ||
Total surgeries |
|
162,282 |
|
101,413 |
|
60.0 |
% | ||
Admissions through emergency department |
|
122,601 |
|
80,208 |
|
52.9 |
% | ||
Emergency department outpatient visits |
|
665,002 |
|
402,078 |
|
65.4 |
% | ||
Total emergency department |
|
787,603 |
|
482,286 |
|
63.3 |
% | ||
Outpatient visits |
|
1,947,687 |
|
1,054,789 |
|
84.7 |
% | ||
Charity and uninsured outpatient visits |
|
165,248 |
|
110,240 |
|
49.9 |
% | ||
Net outpatient revenue per visit |
|
$ |
691 |
|
$ |
771 |
|
(10.4 |
)% |
Net patient revenue per adjusted admission |
|
$ |
11,692 |
|
$ |
11,884 |
|
(1.6 |
)% |
|
|
|
|
|
|
|
| ||
Net Patient Revenues from: |
|
|
|
|
|
|
| ||
Medicare |
|
22.6 |
% |
23.0 |
% |
(0.4 |
)%* | ||
Medicaid |
|
7.7 |
% |
8.0 |
% |
(0.3 |
)%* | ||
Managed care |
|
57.8 |
% |
57.9 |
% |
(0.1 |
)%* | ||
Indemnity, self-pay and other |
|
11.9 |
% |
11.1 |
% |
0.8 |
%* |
* This change is the difference between the 2014 and 2013 amounts shown
TENET HEALTHCARE CORPORATION
SEGMENT REPORTING
(Unaudited)
|
|
March 31, |
|
December 31, |
| ||
|
|
2014 |
|
2013 |
| ||
Assets |
|
|
|
|
| ||
Hospital Operations and other |
|
$ |
16,162 |
|
$ |
15,874 |
|
Conifer |
|
322 |
|
256 |
| ||
Total |
|
$ |
16,484 |
|
$ |
16,130 |
|
|
|
Three Months Ended |
| ||||
|
|
2014 |
|
2013 |
| ||
Capital expenditures: |
|
|
|
|
| ||
Hospital Operations and other |
|
$ |
273 |
|
$ |
131 |
|
Conifer |
|
8 |
|
2 |
| ||
Total |
|
$ |
281 |
|
$ |
133 |
|
|
|
|
|
|
| ||
Net operating revenues: |
|
|
|
|
| ||
Hospital Operations and other |
|
$ |
3,781 |
|
$ |
2,268 |
|
Conifer |
|
|
|
|
| ||
Tenet |
|
140 |
|
92 |
| ||
Other customers |
|
145 |
|
119 |
| ||
|
|
4,066 |
|
2,479 |
| ||
Intercompany eliminations |
|
(140 |
) |
(92 |
) | ||
Total |
|
$ |
3,926 |
|
$ |
2,387 |
|
|
|
|
|
|
| ||
Adjusted EBITDA: |
|
|
|
|
| ||
Hospital Operations and other |
|
$ |
339 |
|
$ |
242 |
|
Conifer |
|
48 |
|
32 |
| ||
Total |
|
$ |
387 |
|
$ |
274 |
|
|
|
|
|
|
| ||
Depreciation and amortization: |
|
|
|
|
| ||
Hospital Operations and other |
|
$ |
188 |
|
$ |
110 |
|
Conifer |
|
5 |
|
4 |
| ||
Total |
|
$ |
193 |
|
$ |
114 |
|
|
|
|
|
|
| ||
Adjusted EBITDA |
|
$ |
387 |
|
$ |
274 |
|
Depreciation and amortization |
|
(193 |
) |
(114 |
) | ||
Impairments and restructuring charges, and acquisition-related costs |
|
(21 |
) |
(14 |
) | ||
Litigation and investigation costs |
|
(3 |
) |
|
| ||
Interest expense |
|
(182 |
) |
(103 |
) | ||
Loss from early extinguishment of debt |
|
|
|
(177 |
) | ||
Net loss before income taxes |
|
$ |
(12 |
) |
$ |
(134 |
) |
(1) Reconciliation of Adjusted EBITDA
Adjusted EBITDA, a non-GAAP term, is defined by the Company as net income (loss) attributable to Tenet Healthcare Corporation common shareholders before (1) the cumulative effect of changes in accounting principle, net of tax; (2) net loss (income) attributable to noncontrolling interests; (3) preferred stock dividends; (4) income (loss) from discontinued operations, net of tax; (5) income tax benefit (expense); (6) investment earnings (loss); (7) gain (loss) from early extinguishment of debt; (8) net gain (loss) on sales of investments; (9) interest expense; (10) litigation and investigation benefit (costs), net of insurance recoveries; (11) hurricane insurance recoveries, net of costs; (12) impairment and restructuring charges and acquisition-related costs; and (13) depreciation and amortization. The Companys Adjusted EBITDA may not be comparable to EBITDA reported by other companies.
The Company provides this information as a supplement to GAAP information to assist itself and investors in understanding the impact of various items on its financial statements, some of which are recurring or involve cash payments. The Company uses this information in its analysis of the performance of its business excluding items that it does not consider as relevant in the performance of its hospitals in continuing operations. In addition, from time to time we use this measure to define certain performance targets under our compensation programs. Adjusted EBITDA is not a measure of liquidity, but is a measure of operating performance that management uses in its business as an alternative to net income (loss) attributable to Tenet Healthcare Corporation common shareholders. Because Adjusted EBITDA excludes many items that are included in our financial statements, it does not provide a complete measure of our operating performance. Accordingly, investors are encouraged to use GAAP measures when evaluating the Companys financial performance.
The reconciliation of net income (loss) attributable to Tenet Healthcare Corporation common shareholders, the most comparable GAAP term, to Adjusted EBITDA, is set forth in the first table below for the three months ended March 31, 2014 and 2013.
For certain pro financial information of the Company as if the Vanguard acquisition had occurred at January 1, 2013, see Note 14 of the notes to the condensed consolidated financial statements in the Companys Form 10-Q for the three months ended March 31, 2014.
TENET HEALTHCARE CORPORATION
Additional Supplemental Non-GAAP Disclosures
Table #1 - Reconciliation of Adjusted EBITDA to Net Income (Loss) Attributable to Tenet Healthcare Corporation Common Shareholders
(Unaudited)
|
|
Three Months Ended |
| ||||
(Dollars in millions) |
|
2014 |
|
2013 |
| ||
Net loss attributable to Tenet Healthcare Corporation common shareholders |
|
$ |
(32 |
) |
$ |
(88 |
) |
Less: Net income attributable to noncontrolling interests |
|
(16 |
) |
(5 |
) | ||
Net loss from discontinued operations, net of tax |
|
(5 |
) |
(2 |
) | ||
Net loss from continuing operations |
|
(11 |
) |
(81 |
) | ||
Income tax benefit |
|
1 |
|
53 |
| ||
Loss from early extinguishment of debt |
|
|
|
(177 |
) | ||
Interest expense |
|
(182 |
) |
(103 |
) | ||
Operating income |
|
170 |
|
146 |
| ||
Litigation and investigation costs |
|
(3 |
) |
|
| ||
Impairment and restructuring charges, and acquisition-related costs |
|
(21 |
) |
(14 |
) | ||
Depreciation and amortization |
|
(193 |
) |
(114 |
) | ||
Adjusted EBITDA |
|
$ |
387 |
|
$ |
274 |
|
|
|
|
|
|
| ||
Net operating revenues |
|
$ |
3,926 |
|
$ |
2,387 |
|
|
|
|
|
|
| ||
Adjusted EBITDA as % of net operating revenues (Adjusted EBITDA margin) |
|
9.9 |
% |
11.5 |
% |
TENET HEALTHCARE CORPORATION
Additional Supplemental Non-GAAP Disclosures
Table #2 - Reconciliation of Adjusted Free Cash Flow
(Unaudited)
|
|
Three Months Ended |
| ||||
(Dollars in millions) |
|
2014 |
|
2013 |
| ||
Net cash used in operating activities |
|
$ |
(19 |
) |
$ |
(32 |
) |
Less: Payments for restructuring charges, acquisition-related costs and litigation costs and settlements |
|
(30 |
) |
(7 |
) | ||
Net cash used in operating activities from discontinued operations |
|
(14 |
) |
(5 |
) | ||
Adjusted net cash provided by (used in) operating activities continuing operations |
|
25 |
|
(20 |
) | ||
Purchases of property and equipment continuing operations |
|
(281 |
) |
(133 |
) | ||
Adjusted free cash flow continuing operations |
|
$ |
(256 |
) |
$ |
(153 |
) |
TENET HEALTHCARE CORPORATION
Additional Supplemental Non-GAAP Disclosures
Table #3 - Reconciliation of Outlook Adjusted EBITDA to
Outlook Net Income (Loss) Attributable to Tenet Healthcare Corporation Common Shareholders
for the Year Ending December 31, 2014
(Unaudited)
|
|
Q2 2014 |
|
2014 |
| ||||||||
(Dollars in millions) |
|
Low |
|
High |
|
Low |
|
High |
| ||||
Net income (loss) attributable to Tenet Healthcare Corporation common shareholders |
|
$ |
(43 |
) |
$ |
12 |
|
$ |
30 |
|
$ |
153 |
|
|
|
|
|
|
|
|
|
|
| ||||
Less: Net income attributable to noncontrolling interests |
|
(20 |
) |
(15 |
) |
(65 |
) |
(55 |
) | ||||
Net loss from discontinued operations, net of tax |
|
(5 |
) |
|
|
(5 |
) |
|
| ||||
Net income (loss) from continuing operations |
|
$ |
(18 |
) |
$ |
27 |
|
$ |
100 |
|
$ |
208 |
|
Income tax (expense) benefit(a) |
|
12 |
|
(18 |
) |
(66 |
) |
(138 |
) | ||||
Income (loss) from continuing operations, before income taxes |
|
$ |
(30 |
) |
$ |
45 |
|
$ |
166 |
|
$ |
346 |
|
Interest expense, net |
|
(195 |
) |
(185 |
) |
(760 |
) |
(730 |
) | ||||
Operating income |
|
$ |
165 |
|
$ |
230 |
|
$ |
926 |
|
$ |
1,076 |
|
Impairment and restructuring charges, acquisition-related costs and litigation and investigation costs(b) |
|
|
|
|
|
(24 |
) |
(24 |
) | ||||
Depreciation and amortization |
|
(210 |
) |
(195 |
) |
(850 |
) |
(800 |
) | ||||
Adjusted EBITDA |
|
$ |
375 |
|
$ |
425 |
|
$ |
1,800 |
|
$ |
1,900 |
|
|
|
|
|
|
|
|
|
|
| ||||
Net operating revenues |
|
$ |
3,800 |
|
$ |
4,000 |
|
$ |
15,700 |
|
$ |
16,000 |
|
|
|
|
|
|
|
|
|
|
| ||||
Adjusted EBITDA as % of net operating revenues (Adjusted EBITDA margin) |
|
9.9 |
% |
10.6 |
% |
11.5 |
% |
11.9 |
% |
(a) Uses a tax rate of 40% excluding unusual adjustments.
(b) Company does not forecast impairment and restructuring charges, acquisition-related and litigation costs for the remainder of the year.
TENET HEALTHCARE CORPORATION
Additional Supplemental Non-GAAP Disclosures
Table #4 - Reconciliation of Outlook Adjusted EBITDA to
Outlook Normalized Income (Loss) from Continuing Operations
for the Year Ending December 31, 2014
(Unaudited)
|
|
Q2 2014 |
|
2014 |
| ||||||||
(Dollars in millions except per share amounts) |
|
Low |
|
High |
|
Low |
|
High |
| ||||
Adjusted EBITDA |
|
$ |
375 |
|
$ |
425 |
|
$ |
1,800 |
|
$ |
1,900 |
|
Depreciation and amortization |
|
(210 |
) |
(195 |
) |
(850 |
) |
(800 |
) | ||||
Interest expense, net |
|
(195 |
) |
(185 |
) |
(760 |
) |
(730 |
) | ||||
Income (loss) from continuing operations before income taxes |
|
$ |
(30 |
) |
$ |
45 |
|
$ |
190 |
|
$ |
370 |
|
Income tax (expense) benefit (a) |
|
12 |
|
(18 |
) |
(76 |
) |
(148 |
) | ||||
Normalized income (loss) from continuing operations |
|
$ |
(18 |
) |
$ |
27 |
|
$ |
114 |
|
$ |
222 |
|
Net income attributable to noncontrolling interests |
|
(20 |
) |
(15 |
) |
(65 |
) |
(55 |
) | ||||
Net income (loss) attributable to common shareholders |
|
$ |
(38 |
) |
$ |
12 |
|
$ |
49 |
|
$ |
167 |
|
|
|
|
|
|
|
|
|
|
| ||||
Fully diluted weighted average shares outstanding (in millions) |
|
98 |
|
101 |
|
100 |
|
100 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Normalized fully diluted earnings (loss) per share continuing operations |
|
$ |
(0.39 |
) |
$ |
0.12 |
|
$ |
0.49 |
|
$ |
1.67 |
|
(a) Uses a tax rate of 40% excluding unusual adjustments.
TENET HEALTHCARE CORPORATION
Additional Supplemental Non-GAAP Disclosures
Table #5 - Reconciliation of Outlook Adjusted Free Cash Flow
for the Year Ending December 31, 2014
(Unaudited)
|
|
2014 |
| ||||
(Dollars in millions) |
|
Low |
|
High |
| ||
Net cash provided by operating activities |
|
$ |
1,005 |
|
$ |
1,065 |
|
Less: |
|
|
|
|
| ||
Payments for restructuring charges, acquisition-related costs and litigation costs and settlements(a) |
|
(30 |
) |
(30 |
) | ||
Net cash used in operating activities from discontinued operations |
|
(15 |
) |
(5 |
) | ||
Adjusted net cash provided by operating activities continuing operations |
|
$ |
1,050 |
|
$ |
1,100 |
|
Purchases of property and equipment continuing operations |
|
(1,000 |
) |
(900 |
) | ||
Adjusted free cash flow continuing operations |
|
$ |
50 |
|
$ |
200 |
|
(a) Company does not forecast impairment and restructuring charges, acquisition-related and litigation costs for the remainder of the year.
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