001-10315 | 63-0860407 |
(Commission File Number) | (IRS Employer Identification No.) |
£ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
£ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
£ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
£ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Three Months Ended June 30, | Six Months Ended June 30, | Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2012 | |||||||||||||||
(In Millions) | |||||||||||||||||||
Net cash provided by operating activities | $ | 105.4 | $ | 114.0 | $ | 226.8 | $ | 195.0 | $ | 411.5 | |||||||||
Provision for doubtful accounts | (7.0 | ) | (6.5 | ) | (14.4 | ) | (12.8 | ) | (27.0 | ) | |||||||||
Professional fees—accounting, tax, and legal | 2.2 | 5.5 | 3.6 | 9.1 | 16.1 | ||||||||||||||
Interest expense and amortization of debt discounts and fees | 24.4 | 23.0 | 48.6 | 46.3 | 94.1 | ||||||||||||||
Equity in net income of nonconsolidated affiliates | 3.3 | 3.1 | 6.2 | 6.4 | 12.7 | ||||||||||||||
Net income attributable to noncontrolling interests in continuing operations | (13.8 | ) | (13.2 | ) | (28.4 | ) | (25.8 | ) | (50.9 | ) | |||||||||
Amortization of debt discounts and fees | (1.0 | ) | (0.9 | ) | (2.0 | ) | (1.8 | ) | (3.7 | ) | |||||||||
Distributions from nonconsolidated affiliates | (1.6 | ) | (2.2 | ) | (5.0 | ) | (5.5 | ) | (11.0 | ) | |||||||||
Current portion of income tax expense | (1.3 | ) | 2.2 | 0.5 | 4.3 | 5.9 | |||||||||||||
Change in assets and liabilities | 23.2 | 1.5 | 36.2 | 38.4 | 58.1 | ||||||||||||||
Premium paid on bond issuance/redemption | — | — | — | — | 1.9 | ||||||||||||||
Net cash (provided by) used in operating activities of discontinued operations | (0.5 | ) | (1.3 | ) | 0.2 | (1.7 | ) | (2.0 | ) | ||||||||||
Other | 1.2 | (0.1 | ) | 1.5 | 0.2 | 0.2 | |||||||||||||
Adjusted EBITDA | $ | 134.5 | $ | 125.1 | $ | 273.8 | $ | 252.1 | $ | 505.9 |
Exhibit Number | Description | |
99.1 | Press release of HealthSouth Corporation, dated July 25, 2013. | |
99.2 | Supplemental slides provided in connection with the second quarter 2013 earnings call of HealthSouth Corporation. |
By: | /S/ JOHN P. WHITTINGTON | |
Name: | John P. Whittington | |
Title: | Executive Vice President, General Counsel and Corporate Secretary |
Media Contact | July 25, 2013 |
Casey Lassiter, 205-410-2777 | For Immediate Release |
casey.lassiter@healthsouth.com | |
Investor Relations Contact | |
Mary Ann Arico, 205-969-6175 | |
maryann.arico@healthsouth.com |
• | Consolidated net operating revenues were $564.5 million for the second quarter of 2013 compared to $533.4 million for the second quarter of 2012, or an increase of 5.8%. This increase was attributable to a 6.3% increase in patient discharges and a 0.3% increase in net patient revenue per discharge. Discharge growth included a 3.3% increase in same-store discharges. Same-store discharges in the second quarter of 2013 were negatively impacted by the closure of 41 skilled nursing facility beds at two of the Company's hospitals in the first quarter of 2013. Approximately 130 basis points of discharge growth from new stores resulted from the consolidation of St. Vincent Rehabilitation Hospital beginning in the third quarter of 2012. The increase in net patient revenue per discharge resulted from Medicare and managed care price adjustments, higher patient acuity, and a higher percentage of Medicare patients. Net patient revenue per discharge was negatively impacted in the second quarter of 2013 by sequestration and the ramping up of operations at three new hospitals. New hospitals are required to treat a minimum of 30 patients for zero revenue as part of the Medicare certification process. |
• | Income from continuing operations attributable to HealthSouth per diluted share for the second quarter of 2013 was $1.66 per share compared to $0.39 per share for the same period of 2012. Earnings per share for the second quarter of 2013 included strong operating results, an income tax benefit of $1.15 per diluted share associated with a settlement with the IRS, and a lower share count. In April 2013, the Company entered into closing agreements with the IRS that settled income tax matters related to the previous restatement of its 2000 and 2001 financial statements, as well as certain other tax matters, through December 31, 2008 and resulted in an approximate $283 |
1 |
• | Cash flows provided by operating activities were $226.8 million for the six months ended June 30, 2013 compared to $195.0 million for the same period of 2012. This increase was primarily due to increased net operating revenues and continued disciplined expense management. |
• | Adjusted EBITDA (see attached supplemental information) for the three months ended June 30, 2013 was $134.5 million compared to $125.1 million for the three months ended June 30, 2012, or an increase of 7.5%. This improvement was due primarily to continued revenue growth and disciplined expense management. Sequestration negatively impacted Adjusted EBITDA by approximately $8 million during the second quarter of 2013. |
• | Adjusted free cash flow (see attached supplemental information) for the three months ended June 30, 2013 was $72.5 million compared to $70.0 million for the same period of 2012. Adjusted free cash flow for the second quarter of 2013 benefited from higher Adjusted EBITDA and the timing of maintenance capital expenditures offset by the timing of interest payments. |
• | raising its full-year 2013 Adjusted EBITDA guidance to a range of $520 million to $530 million from a range of $506 million to $516 million. |
• | raising its full-year 2013 guidance for income from continuing operations attributable to HealthSouth per share to $2.87 to $2.93 per diluted share from $1.61 to $1.68 per basic share. |
2 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
(In Millions, Except Per Share Data) | |||||||||||||||
Net operating revenues | $ | 564.5 | $ | 533.4 | $ | 1,137.1 | $ | 1,072.0 | |||||||
Less: Provision for doubtful accounts | (7.0 | ) | (6.5 | ) | (14.4 | ) | (12.8 | ) | |||||||
Net operating revenues less provision for doubtful accounts | 557.5 | 526.9 | 1,122.7 | 1,059.2 | |||||||||||
Operating expenses: | |||||||||||||||
Salaries and benefits | 273.6 | 257.4 | 548.2 | 518.4 | |||||||||||
Other operating expenses | 81.0 | 75.0 | 159.1 | 148.8 | |||||||||||
Occupancy costs | 11.9 | 12.3 | 24.1 | 24.8 | |||||||||||
Supplies | 26.6 | 25.9 | 52.8 | 52.4 | |||||||||||
General and administrative expenses | 29.5 | 28.0 | 59.7 | 58.0 | |||||||||||
Depreciation and amortization | 23.1 | 20.0 | 45.2 | 39.5 | |||||||||||
Government, class action, and related settlements | (2.0 | ) | — | (2.0 | ) | — | |||||||||
Professional fees—accounting, tax, and legal | 2.2 | 5.5 | 3.6 | 9.1 | |||||||||||
Total operating expenses | 445.9 | 424.1 | 890.7 | 851.0 | |||||||||||
Interest expense and amortization of debt discounts and fees | 24.4 | 23.0 | 48.6 | 46.3 | |||||||||||
Other income | (1.9 | ) | (0.4 | ) | (2.6 | ) | (1.3 | ) | |||||||
Equity in net income of nonconsolidated affiliates | (3.3 | ) | (3.1 | ) | (6.2 | ) | (6.4 | ) | |||||||
Income from continuing operations before income tax (benefit) expense | 92.4 | 83.3 | 192.2 | 169.6 | |||||||||||
Provision for income tax (benefit) expense | (86.5 | ) | 26.9 | (53.0 | ) | 56.0 | |||||||||
Income from continuing operations | 178.9 | 56.4 | 245.2 | 113.6 | |||||||||||
Income (loss) from discontinued operations, net of tax | 0.1 | 3.5 | (0.3 | ) | 3.1 | ||||||||||
Net income | 179.0 | 59.9 | 244.9 | 116.7 | |||||||||||
Less: Net income attributable to noncontrolling interests | (13.8 | ) | (13.2 | ) | (28.4 | ) | (25.8 | ) | |||||||
Net income attributable to HealthSouth | 165.2 | 46.7 | 216.5 | 90.9 | |||||||||||
Less: Convertible perpetual preferred stock dividends | (5.8 | ) | (6.0 | ) | (11.5 | ) | (12.4 | ) | |||||||
Less: Repurchase of convertible perpetual preferred stock | — | (0.3 | ) | — | (0.8 | ) | |||||||||
Net income attributable to HealthSouth common shareholders | $ | 159.4 | $ | 40.4 | $ | 205.0 | $ | 77.7 | |||||||
Weighted average common shares outstanding: | |||||||||||||||
Basic | 86.1 | 94.6 | 90.0 | 94.5 | |||||||||||
Diluted | 99.8 | 108.0 | 103.4 | 108.3 | |||||||||||
Earnings per common share: | |||||||||||||||
Basic earnings per share attributable to HealthSouth common shareholders: | |||||||||||||||
Continuing operations | $ | 1.85 | $ | 0.39 | $ | 2.28 | $ | 0.79 | |||||||
Discontinued operations | — | 0.04 | — | 0.03 | |||||||||||
Net income | $ | 1.85 | $ | 0.43 | $ | 2.28 | $ | 0.82 | |||||||
Diluted earnings per share attributable to HealthSouth common shareholders: | |||||||||||||||
Continuing operations | $ | 1.66 | $ | 0.39 | $ | 2.09 | $ | 0.79 | |||||||
Discontinued operations | — | 0.04 | — | 0.03 | |||||||||||
Net income | $ | 1.66 | $ | 0.43 | $ | 2.09 | $ | 0.82 | |||||||
Amounts attributable to HealthSouth common shareholders: | |||||||||||||||
Income from continuing operations | $ | 165.1 | $ | 43.2 | $ | 216.8 | $ | 87.8 | |||||||
Income (loss) from discontinued operations, net of tax | 0.1 | 3.5 | (0.3 | ) | 3.1 | ||||||||||
Net income attributable to HealthSouth | $ | 165.2 | $ | 46.7 | $ | 216.5 | $ | 90.9 |
4 |
June 30, 2013 | December 31, 2012 | ||||||
(In Millions) | |||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 68.7 | $ | 132.8 | |||
Accounts receivable, net of allowance for doubtful accounts of $32.0 in 2013; $28.7 in 2012 | 273.7 | 249.3 | |||||
Deferred income tax assets | 137.5 | 137.5 | |||||
Other current assets | 111.6 | 117.2 | |||||
Total current assets | 591.5 | 636.8 | |||||
Property and equipment, net | 793.3 | 748.0 | |||||
Goodwill | 457.2 | 437.3 | |||||
Intangible assets, net | 86.8 | 73.2 | |||||
Deferred income tax assets | 444.8 | 393.5 | |||||
Other long-term assets | 138.1 | 135.4 | |||||
Total assets | $ | 2,511.7 | $ | 2,424.2 | |||
Liabilities and Shareholders’ Equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 57.3 | $ | 45.3 | |||
Accrued expenses and other current liabilities | 254.3 | 255.6 | |||||
Total current liabilities | 311.6 | 300.9 | |||||
Long-term debt, net of current portion | 1,319.7 | 1,239.9 | |||||
Other long-term liabilities | 131.4 | 130.5 | |||||
1,762.7 | 1,671.3 | ||||||
Commitments and contingencies | |||||||
Convertible perpetual preferred stock | 342.2 | 342.2 | |||||
Redeemable noncontrolling interests | 14.1 | 7.2 | |||||
Shareholders’ equity: | |||||||
HealthSouth shareholders’ equity | 274.8 | 291.0 | |||||
Noncontrolling interests | 117.9 | 112.5 | |||||
Total shareholders’ equity | 392.7 | 403.5 | |||||
Total liabilities and shareholders’ equity | $ | 2,511.7 | $ | 2,424.2 |
5 |
Six Months Ended June 30, | |||||||
2013 | 2012 | ||||||
(In Millions) | |||||||
Cash flows from operating activities: | |||||||
Net income | $ | 244.9 | $ | 116.7 | |||
Loss (income) from discontinued operations | 0.3 | (3.1 | ) | ||||
Adjustments to reconcile net income to net cash provided by operating activities— | |||||||
Provision for doubtful accounts | 14.4 | 12.8 | |||||
Depreciation and amortization | 45.2 | 39.5 | |||||
Equity in net income of nonconsolidated affiliates | (6.2 | ) | (6.4 | ) | |||
Distributions from nonconsolidated affiliates | 5.0 | 5.5 | |||||
Stock-based compensation | 12.8 | 12.0 | |||||
Deferred tax (benefit) expense | (53.5 | ) | 51.7 | ||||
Other | 0.3 | 3.0 | |||||
Increase in assets— | |||||||
Accounts receivable | (38.8 | ) | (35.7 | ) | |||
Other assets | (0.7 | ) | (7.0 | ) | |||
Increase (decrease) in liabilities— | |||||||
Accounts payable | 9.5 | 10.3 | |||||
Other liabilities | (6.2 | ) | (6.0 | ) | |||
Net cash (used in) provided by operating activities of discontinued operations | (0.2 | ) | 1.7 | ||||
Total adjustments | (18.4 | ) | 81.4 | ||||
Net cash provided by operating activities | 226.8 | 195.0 |
(Continued) | 6 |
Six Months Ended June 30, | |||||||
2013 | 2012 | ||||||
(In Millions) | |||||||
Cash flows from investing activities: | |||||||
Purchases of property and equipment | (69.0 | ) | (82.8 | ) | |||
Capitalized software costs | (11.9 | ) | (11.6 | ) | |||
Acquisition of business, net of cash acquired | (28.9 | ) | (2.1 | ) | |||
Proceeds from sale of restricted investments | 10.3 | 0.2 | |||||
Purchase of restricted investments | (5.4 | ) | (4.4 | ) | |||
Net change in restricted cash | 4.7 | 4.6 | |||||
Other | (1.2 | ) | 0.1 | ||||
Net cash provided by investing activities of discontinued operations | — | 7.7 | |||||
Net cash used in investing activities | (101.4 | ) | (88.3 | ) | |||
Cash flows from financing activities: | |||||||
Principal payments on debt, including pre-payments | (0.7 | ) | (4.7 | ) | |||
Principal borrowings on notes | 11.4 | — | |||||
Borrowings on revolving credit facility | 132.0 | 40.0 | |||||
Payments on revolving credit facility | (59.0 | ) | (50.0 | ) | |||
Principal payments under capital lease obligations | (6.7 | ) | (5.7 | ) | |||
Repurchase of common stock, including fees and expenses | (234.1 | ) | — | ||||
Repurchase of convertible perpetual preferred stock | — | (46.0 | ) | ||||
Dividends paid on convertible perpetual preferred stock | (11.5 | ) | (13.1 | ) | |||
Distributions paid to noncontrolling interests of consolidated affiliates | (23.9 | ) | (24.0 | ) | |||
Contributions from consolidated affiliates | — | 7.9 | |||||
Other | 3.0 | (0.1 | ) | ||||
Net cash used in financing activities | (189.5 | ) | (95.7 | ) | |||
(Decrease) increase in cash and cash equivalents | (64.1 | ) | 11.0 | ||||
Cash and cash equivalents at beginning of period | 132.8 | 30.1 | |||||
Cash and cash equivalents at end of period | $ | 68.7 | $ | 41.1 |
7 |
QTD | ||||||||
Q2 2013 | Q2 2012 | |||||||
(In Millions, Except Per Share Data) | ||||||||
Adjusted EBITDA | $ | 134.5 | $ | 125.1 | ||||
Interest expense and amortization of debt discounts and fees | (24.4 | ) | (23.0 | ) | ||||
Depreciation and amortization | (23.1 | ) | (20.0 | ) | ||||
Stock-based compensation expense | (6.5 | ) | (5.9 | ) | ||||
Noncash loss on disposal of assets | (1.7 | ) | (0.6 | ) | ||||
78.8 | 75.6 | |||||||
Certain nonrecurring expenses: | ||||||||
Government, class action and related settlements | 2.0 | — | ||||||
Professional fees—accounting, tax, and legal | (2.2 | ) | (5.5 | ) | ||||
Pre-tax income | 78.6 | 70.1 | ||||||
Income tax benefit (expense) (1) | 86.5 | (2) | (26.9 | ) | ||||
Income from continuing operations (3) | $ | 165.1 | $ | 43.2 | ||||
Basic shares | 86.1 | 94.6 | ||||||
Diluted shares | 99.8 | 108.0 | ||||||
Basic earnings per share (3) | $ | 1.85 | $ | 0.39 | ||||
Diluted earnings per share (3) | $ | 1.66 | $ | 0.39 | (4) |
(1) | Current income tax (benefit) expense for the three months ended June 30, 2013 and 2012 was ($1.3) million and $2.2 million, respectively. |
(2) | Includes an approximate $115 million, or $1.15 per diluted share, benefit related to the Company's settlement with the IRS related to the previous restatement of its 2000 and 2001 financial statements, as well as certain other tax matters, through December 31, 2008. |
(3) | Income from continuing operations attributable to HealthSouth |
(4) | For the second quarter of 2012, adding back the dividends for the Company's convertible perpetual preferred stock to income from continuing operations causes a per share increase when calculating diluted earnings per share resulting in an antidilutive per share amount. Therefore, basic and diluted earnings per share are the same. A computation of basic and diluted earnings per share can be found in Note 9, Earnings per Common Share, to the condensed consolidated financial statements included in Part I, Item 1, Financial Statements (Unaudited), of the Form 10-Q for the quarterly period ended June 30, 2013, when filed. |
8 |
YTD | ||||||||
Q2 2013 | Q2 2012 | |||||||
(In Millions, Except Per Share Data) | ||||||||
Adjusted EBITDA | $ | 273.8 | $ | 252.1 | ||||
Interest expense and amortization of debt discounts and fees | (48.6 | ) | (46.3 | ) | ||||
Depreciation and amortization | (45.2 | ) | (39.5 | ) | ||||
Stock-based compensation expense | (12.8 | ) | (12.0 | ) | ||||
Noncash loss on disposal of assets | (1.8 | ) | (1.4 | ) | ||||
165.4 | 152.9 | |||||||
Certain nonrecurring expenses: | ||||||||
Government, class action and related settlements | 2.0 | — | ||||||
Professional fees—accounting, tax, and legal | (3.6 | ) | (9.1 | ) | ||||
Pre-tax income | 163.8 | 143.8 | ||||||
Income tax benefit (expense) (1) | 53.0 | (2) | (56.0 | ) | ||||
Income from continuing operations (3) | $ | 216.8 | $ | 87.8 | ||||
Basic shares | 90.0 | 94.5 | ||||||
Diluted shares | 103.4 | 108.3 | ||||||
Basic earnings per share (3) | $ | 2.28 | $ | 0.79 | ||||
Diluted earnings per share (3) | $ | 2.09 | $ | 0.79 | (4) |
(1) | Current income tax expense for the six months ended June 30, 2013 and 2012 was $0.5 million and $4.3 million, respectively. |
(2) | Includes an approximate $115 million, or $1.11 per diluted share, benefit related to the Company's settlement with the IRS related to the previous restatement of its 2000 and 2001 financial statements, as well as certain other tax matters, through December 31, 2008. |
(3) | Income from continuing operations attributable to HealthSouth |
(4) | For the six months ended June 30, 2012, adding back the dividends for the Company's convertible perpetual preferred stock to income from continuing operations causes a per share increase when calculating diluted earnings per share resulting in an antidilutive per share amount. Therefore, basic and diluted earnings per share are the same. A computation of basic and diluted earnings per share can be found in Note 9, Earnings per Common Share, to the condensed consolidated financial statements included in Part I, Item 1, Financial Statements (Unaudited), of the Form 10-Q for the quarterly period ended June 30, 2013, when filed. |
9 |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
(In Millions) | |||||||||||||||
Net income | $ | 179.0 | $ | 59.9 | $ | 244.9 | $ | 116.7 | |||||||
(Income) loss from discontinued operations, net of tax, attributable to HealthSouth | (0.1 | ) | (3.5 | ) | 0.3 | (3.1 | ) | ||||||||
Provision for income tax (benefit) expense | (86.5 | ) | 26.9 | (53.0 | ) | 56.0 | |||||||||
Interest expense and amortization of debt discounts and fees | 24.4 | 23.0 | 48.6 | 46.3 | |||||||||||
Professional fees—accounting, tax, and legal | 2.2 | 5.5 | 3.6 | 9.1 | |||||||||||
Government, class action, and related settlements | (2.0 | ) | — | (2.0 | ) | — | |||||||||
Net noncash loss on disposal of assets | 1.7 | 0.6 | 1.8 | 1.4 | |||||||||||
Depreciation and amortization | 23.1 | 20.0 | 45.2 | 39.5 | |||||||||||
Stock-based compensation expense | 6.5 | 5.9 | 12.8 | 12.0 | |||||||||||
Net income attributable to noncontrolling interests | (13.8 | ) | (13.2 | ) | (28.4 | ) | (25.8 | ) | |||||||
Adjusted EBITDA | $ | 134.5 | $ | 125.1 | $ | 273.8 | $ | 252.1 |
10 |
Three Months Ended June 30, | Six Months Ended June 30, | Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2012 | |||||||||||||||
(In Millions) | |||||||||||||||||||
Net cash provided by operating activities | $ | 105.4 | $ | 114.0 | $ | 226.8 | $ | 195.0 | $ | 411.5 | |||||||||
Impact of discontinued operations | (0.5 | ) | (1.3 | ) | 0.2 | (1.7 | ) | (2.0 | ) | ||||||||||
Net cash provided by operating activities of continuing operations | 104.9 | 112.7 | 227.0 | 193.3 | 409.5 | ||||||||||||||
Capital expenditures for maintenance | (16.8 | ) | (31.0 | ) | (35.7 | ) | (50.1 | ) | (83.0 | ) | |||||||||
Dividends paid on convertible perpetual preferred stock | (5.8 | ) | (6.3 | ) | (11.5 | ) | (13.1 | ) | (24.6 | ) | |||||||||
Distributions paid to noncontrolling interests of consolidated affiliates | (10.7 | ) | (10.9 | ) | (23.9 | ) | (24.0 | ) | (49.3 | ) | |||||||||
Nonrecurring items: | |||||||||||||||||||
Premium paid on redemption of bonds | — | — | — | — | 1.9 | ||||||||||||||
Cash paid for: | |||||||||||||||||||
Professional fees—accounting, tax, and legal | 2.2 | 5.5 | 3.6 | 9.1 | 16.1 | ||||||||||||||
Government, class action, and related settlements | (1.3 | ) | — | (1.3 | ) | — | (2.6 | ) | |||||||||||
Adjusted free cash flow | $ | 72.5 | $ | 70.0 | $ | 158.2 | $ | 115.2 | $ | 268.0 |
11 |
12 |
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