-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AqmCn9NIKSCl9rKpnBrIO0s3ZVWOlzlw3H1JgYA/bdATjHmQMMIRpkA5Nl/91whX h1ZVSGZWU2euxwOJ1RUxhg== 0000930661-99-000882.txt : 19990423 0000930661-99-000882.hdr.sgml : 19990423 ACCESSION NUMBER: 0000930661-99-000882 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990421 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA HCA HEALTHCARE CORP/ CENTRAL INDEX KEY: 0000860730 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-GENERAL MEDICAL & SURGICAL HOSPITALS, NEC [8062] IRS NUMBER: 752497104 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11239 FILM NUMBER: 99598575 BUSINESS ADDRESS: STREET 1: ONE PARK PLZ CITY: NASHVILLE STATE: TN ZIP: 37203 BUSINESS PHONE: 6153449551 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HEALTHCARE CORP DATE OF NAME CHANGE: 19930830 FORMER COMPANY: FORMER CONFORMED NAME: COLUMBIA HOSPITAL CORP DATE OF NAME CHANGE: 19930328 8-K 1 FORM 8-K, DATED APRIL 21, 1999 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report April 21, 1999 (Date of Earliest Event Reported) COLUMBIA/HCA HEALTHCARE CORPORATION (Exact name of Registrant as specified in its Charter) DELAWARE (State of Incorporation) 001-11239 75-2497104 (Commission (I.R.S. Employer File Number) Identification No.) One Park Plaza, Nashville, Tennessee 37203 (Address of principal executive offices) (Zip Code) (615) 344-9551 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS On April 21, 1999, Columbia/HCA Healthcare Corporation (the "Company") announced operating results for the first quarter ended March 31, 1999. The Company also announced that, subject to certain financing arrangements and regulatory approvals, its Board of Directors has authorized the spin-offs of LifePoint Hospitals, Inc. and Triad Hospitals, Inc. (America and Pacific Groups, respectively) to the stockholders of Columbia/HCA and established April 30, 1999 as the record date for the distribution. ITEM 7. EXHIBIT Exhibit 20 Copy of press release dated April 21, 1999. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. COLUMBIA/HCA HEALTHCARE CORPORATION /s/ JOHN M. FRANCK II - ----------------------------------------- John M. Franck II Corporate Secretary DATED: April 21, 1999 EX-20 2 PRESS RELEASE DATED APRIL 21, 1999 EXHIBIT 20 COLUMBIA/HCA REPORTS FIRST QUARTER 1999 EPS From Continuing Operations of $0.42 Excluding Non-recurring Items Board Authorizes Spin-Off, Sets Record Date of April 30 Nashville, Tenn., April 21, 1999 - Columbia/HCA Healthcare Corporation (NYSE: COL) today announced operating results for the first quarter ended March 31, 1999. For the first quarter, revenues from continuing operations totaled $4.7 billion compared to $4.9 billion in the first quarter of 1998. Net income from continuing operations, excluding gains on sales of facilities, impairment of long-lived assets and restructuring of operations and investigation related costs, totaled $271 million or $0.42 per diluted share for the first quarter of 1999 compared to $241 million or $0.37 per diluted share in the first quarter of 1998. Net income for the first quarter totaled $322 million or $0.50 per diluted share compared to $197 million or $0.31 per diluted share in the first quarter of 1998. The Company sold 7 hospitals and certain other non-core assets during the quarter resulting in a pretax gain of $249 million ($151 million net of tax), or $0.24 per diluted share. The Company also recorded asset impairment charges of approximately $106 million ($80 million net of tax), or $0.13 per diluted share during the quarter. During the quarter, the Company's remaining core assets had combined net income from continuing operations, excluding gains on sales of facilities, impairment of long-lived assets and restructuring of operations and investigation related costs, of $0.44 per diluted share; assets sold or being held for sale experienced a net loss of ($0.02) per diluted share, while assets to be distributed to shareholders broke even during the quarter. For the quarter ended March 31, 1999, same-facility admissions increased by 3.5 percent. Same-facility equivalent admissions, which reflect inpatient and outpatient volumes, increased 3.6 percent. 1 At March 31, 1999, the Company's balance sheet reflected total debt of approximately $6.3 billion, stockholders' equity of $7.5 billion and total assets of $18.8 billion. Capital expenditures for the quarter totaled $301 million. The Company's total debt-to-capital ratio was to 43 percent at March 31, 1999 compared to 45 percent at December 31, 1998 and 52 percent at March 31, 1998. Subject to certain financing arrangements and regulatory approvals, the Company's Board of Directors has authorized the spin-offs of LifePoint Hospitals, Inc. and Triad Hospitals, Inc. (America and Pacific Groups, respectively) to the stockholders of Columbia/HCA. The spin-off will be accomplished through a distribution of one share of LifePoint and one share of Triad common stock for every 19 shares of Columbia/HCA common stock outstanding on the record date, which will be April 30, 1999. The effective date of the spin-off will be on or about May 7, 1999. The Internal Revenue Service has ruled that the spin-off generally will be tax-free to the Company's stockholders (except for any cash received in lieu of fractional shares of LifePoint and Triad common stock). Further details concerning the spin-off will be provided to stockholders in an information statement to be distributed by the Company prior to the effective date of the spin-off. The Company has recently settled forward purchase contracts associated with the July 1998, $1 billion share repurchase program representing 27.1 million shares at a cost of approximately $580 million. In accordance with the terms of the forward purchase contracts, the shares remained issued and outstanding until the contracts were settled by the Company. The remaining forward purchase contracts, totaling 12.3 million shares and approximately $305 million, are expected to be settled early during the second quarter. Shares valued in excess of $100 million were purchased by the Company in the open market. In February 1999, the Board authorized a second $1 billion share repurchase program. As of April 20, 1999, Columbia/HCA has repurchased 6.9 million shares of its common stock for approximately $131 million. Columbia/HCA's annual shareholders meeting will be held on May 27, 1999 in Nashville, Tennessee, for shareholders of record as of April 5, 1999. * * * This press release contains forward-looking statements based on current management expectations. Numerous factors, including those detailed from time-to-time in the Company's filings with the Securities and Exchange Commission, may cause results to differ materially from those anticipated in the forward-looking statements. Many of the factors that will determine the Company's future results are beyond the ability of the Company to control or predict. These statements are subject to risks and uncertainties and, therefore, actual results may differ materially. 2 Readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date hereof. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. All references to "Company" and "Columbia/HCA" as used throughout this document refer to Columbia/HCA Healthcare Corporation and its affiliates. Columbia/HCA Healthcare Corporation Consolidated Operating Results Summary (Dollars in millions, except per share amounts) First Quarter 1999 1998 Revenues $4,655 $4,901 EBITDA (a) $878 $901 Net income: Income from continuing operations, excluding gains on sales of facilities, impairment on long-lived assets and restructuring of operations and investigation related costs $271 $241 Gains on sales of facilities (net of tax) 151 - Impairment of long-lived assets (net of tax) (80) - Restructuring of operations and investigation related costs (net of tax) (20) (22) Loss from operations of discontinued businesses (net of tax) - (22) Net income $322 $197 Diluted earnings per share: Income from continuing operations, excluding gains on sales of facilities, impairment on long-lived assets and restructuring of operations and investigation related costs $0.42 $0.37 Gains on sales of facilities 0.24 - Impairment of long-lived assets (0.13) - Restructuring of operations and investigation related costs (0.03) (0.03) Loss from operations of discontinued businesses - (0.03) Net income $0.50 $0.31 Shares used in computing diluted earnings per share (000) 641,352 644,933 (a) EBITDA is defined as income from continuing operations before depreciation and amortization, interest expense, gains on sales of facilities, impairment of long-lived assets, restructuring of operations and investigation related costs, minority interests and income taxes. 3 Columbia/HCA Healthcare Corporation Consolidated Income Statements First Quarter (Dollars in millions, except per share amounts) 1999 1998 Amount Ratio Amount Ratio Revenues $4,655 100.0% $4,901 100.0% Salaries and benefits 1,860 40.0 2,013 41.1 Supplies 722 15.5 746 15.2 Other operating expenses 892 19.0 940 19.2 Provisions for doubtful accounts 338 7.3 343 7.0 Equity in earnings of affiliates (35) (0.7) (42) (0.9) 3,777 81.1 4,000 81.6 EBITDA 878 18.9 901 18.4 Depreciation and amortization 296 6.4 309 6.3 Interest expense 111 2.4 153 3.1 Gains on sale of facilities (249) (5.3) - - Impairment of long-lived assets 106 2.3 - - Restructuring of operations and investigation related costs 30 0.6 38 0.8 Income from continuing operations before minority interests and income taxes 584 12.5 401 8.2 Minority interests in earnings of consolidated entities 14 0.3 20 0.4 Income from continuing operations before income taxes 570 12.2 381 7.8 Provision for income taxes 248 5.3 162 3.4 Income from continuing operations 322 6.9 219 4.4 Loss from operations of discontinued businesses (net of tax benefit) - - (22) (0.4) Net Income $322 6.9 $197 4.0 Diluted earnings per share: Income from continuing operations, excluding gains on sales of facilities, impairment of long-lived assets and re- structuring of operations and investigation related costs $0.42 $0.37 Gains on sales of facilities 0.24 - Impairment long-lived assets (0.13) - Restructuring of operations and investigation related costs (0.03) (0.03) Loss from operations of discontinued businesses - (0.03) Net income $0.50 $0.31 Shares used in computing diluted earnings per share (000) 641,352 644,933 4 Columbia/HCA Healthcare Corporation Consolidated Balance Sheets (Dollars in millions) March 31 December 31 1999 1998 ASSETS Current assets: Cash and cash equivalents $586 $297 Accounts receivable, net 2,250 2,096 Other 1,398 1,470 Total current assets 4,234 3,863 Property and equipment, at cost 15,410 15,644 Accumulated depreciation (6,261) (6,195) 9,149 9,449 Investments of insurance subsidiary 1,533 1,614 Investments in and advances to affiliates 865 1,275 Intangible assets, net 2,815 2,910 Other 201 318 $18,797 $19,429 LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Accounts payable $748 $784 Other current liabilities 1,681 1,707 Long-term debt due within one year 763 1,068 Total current liabilities 3,192 3,559 Long-term debt 5,566 5,685 Professional liability risks, deferred taxes and other liabilities 1,788 1,839 Minority interests in equity of consolidated entities 772 765 Stockholders' equity 7,479 7,581 $18,797 $19,429 Current ratio 1.33 1.09 Ratio of debt to debt plus common and minority equity 43.4% 44.7% 5 Columbia/HCA Healthcare Corporation Operating Statistics First Quarter 1999 1998 Consolidated Hospitals Number of Hospitals 273 310 Weighted Average Licensed Beds 52,451 60,765 Licensed Beds at End of Period 51,797 60,739 Admissions 477,400 508,200 Equivalent Admissions 703,300 756,600 Patient Days 2,389,200 2,593,500 Equivalent Patient Days 3,519,200 3,861,700 Emergency Room Visits 1,399,400 1,412,100 Outpatient Revenues as a Percentage of Patient Revenues 37.6% 36.8% Surgery Cases 378,800 441,500 Average Length of Stay 5.0 5.1 Occupancy 50.6% 47.4% Equivalent Occupancy 74.5% 70.6% Number of Consolidated and Non-Consolidated (50/50 Equity Joint Ventures) Hospitals: Consolidated 273 310 Non-Consolidated (50/50 Equity Joint Ventures 24 26 Total Number of Hospitals 297 336 Q1-1999 Group Results ($ in millions) Assets Sold Core or Held Assets Triad LifePoint for Sale Revenues $4,039 $368 $134 $114 EBITDA $821 $41 $22 ($6) % Margin 20.3% 11.1% 16.3% -5.1% Proforma EBITDA(1) - $40 $21 - Same Facility Admissions +3.3% +5.4% +6.9% -4.5% (1) On a pro forma basis to reflect the results of LifePoint's and Triad's operations as if the distribution and the divestitures of certain facilities occurred as of the beginning of the period. 6 -----END PRIVACY-ENHANCED MESSAGE-----